Exchange Provisions. (a) Upon the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of at least a majority of the shares of each series of RP outstanding at the time, in person or by proxy, either in writing or at a meeting (each such series voting separately as a class) (in either case, an "Exchange Event"), then, on the first Dividend Payment Date for the RP which is at least 45 days after the occurrence of an Exchange Event and as of which the conditions described below have been satisfied (the "Exchange Date"), the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of ▇▇▇▇▇'▇ and S&P shall have provided on the Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided that, if ▇▇▇▇▇'▇ or S&P shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on the Exchange Date and (ii) all shares of RP subject to such exchange that were tendered (or deemed tendered) on the Tender Date preceding such Exchange Date shall have been remarketed by the Remarketing Agents on the related Dividend Reset Date at a price of $100,000 per share. Holders of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on the Exchange Date therefor. (b) The Trust will cause the publication of an exchange notice in an Authorized Newspaper, and cause the Paying Agent to mail an exchange notice to each Holder of RP, not less than 10 nor more than 3 0 days prior to the Exchange Date therefor. Such notice will state: (i) the Exchange Date, (ii) that on such Exchange Date all shares of RP will be exchanged automatically, and without any action or choice on the part of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Serial RP issuable in exchange for the shares of RP will be a 28-day Dividend Period commencing on such Exchange Date, (iv) that dividends on shares of RP will cease to accumulate on such Exchange Date and (v) whether the Serial RP will be rated by ▇▇▇▇▇'▇ and S&P or by a Substitute Rating Agency or Substitute Rating Agencies. (c) On the Exchange Date, shares of RP will cease to accumulate dividends, will no longer be deemed outstanding, the rights of the Holders of such shares (except the right to receive shares of Serial RP, accumulated but unpaid dividends on their shares of RP to but excluding the Exchange Date and any payments required by paragraphs 3(h) and 3(k) of Part I) will cease, and the person or persons entitled to receive the Serial RP upon the exchange will be treated for all purposes as the holder or holders of such Serial RP.
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Exchange Provisions. (a) Upon At any time during which this Warrant is exercisable in accordance with its terms, the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of Holder may, at least a majority of the shares of each series of RP outstanding at the timeits option, exchange this Warrant, in person whole or by proxy, either in writing or at part (a meeting (each such series voting separately as a class) (in either case, an "Exchange EventWarrant Exchange"), theninto the number of Warrant Shares determined in accordance with this Section 11, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the first Dividend Payment Date for date specified in the RP which Notice of Exchange or, if later, the date the Notice of Exchange is at least 45 days after received by the occurrence of an Exchange Event and as of which the conditions described below have been satisfied Company (the "Exchange Date"), . Certificates for the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of ▇▇▇▇▇'▇ and S&P shall have provided on the issuable upon such Warrant Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided thatand, if ▇▇▇▇▇'▇ or S&P applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on be issued as of the Exchange Date and delivered to the Holder within seven (ii7) all shares of RP subject to such exchange that were tendered (or deemed tendered) on the Tender Date preceding such Exchange Date shall have been remarketed by the Remarketing Agents on the related Dividend Reset Date at a price of $100,000 per share. Holders of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on days following the Exchange Date therefor.
Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (b) The Trust will cause the publication of an exchange notice in an Authorized Newspaper, and cause the Paying Agent to mail an exchange notice to each Holder of RP, not less than 10 nor more than 3 0 days prior rounded to the Exchange Date therefor. Such notice will state: next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange Date, (the "Total Number") less (ii) that on such Exchange Date all shares the number of RP will be exchanged automatically, and without any action or choice on Warrant Shares equal to the part quotient obtained by dividing (A) the product of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Serial RP issuable in exchange for the shares of RP will be a 28-day Dividend Period commencing on such Exchange Date, (iv) that dividends on shares of RP will cease to accumulate on such Exchange Date and (v) whether the Serial RP will be rated by ▇▇▇▇▇'▇ and S&P or by a Substitute Rating Agency or Substitute Rating Agencies.
(c) On the Exchange Date, shares of RP will cease to accumulate dividends, will no longer be deemed outstanding, the rights of the Holders of such shares (except the right to receive shares of Serial RP, accumulated but unpaid dividends on their shares of RP to but excluding the Exchange Date and any payments required by paragraphs 3(h) and 3(k) of Part I) will cease, Total Number and the person or persons entitled to receive existing Exercise Price by (B) the Serial RP upon the exchange will be treated for all purposes as the holder or holders of such Serial RP.Fair Market Value. "
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Exchange Provisions. (a) Upon At any time during which this Warrant is exercisable in accordance with its terms, the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of Holder may, at least a majority of the shares of each series of RP outstanding at the timeits option, exchange this Warrant, in person whole or by proxy, either in writing or at part (a meeting (each such series voting separately as a class) (in either case, an "Exchange EventWarrant Exchange"), theninto the number of Warrant Shares determined in accordance with this paragraph 11, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's ▇▇▇▇▇t to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the first Dividend Payment Date for date specified in the RP which Notice of Exchange or, if later, the date the Notice of Exchange is at least 45 days after received by the occurrence of an Exchange Event and as of which the conditions described below have been satisfied Company (the "Exchange Date"), . Certificates for the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of ▇▇▇▇▇'▇ and S&P shall have provided on the issuable upon such Warrant Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided thatand, if ▇▇▇▇▇'▇ or S&P applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) all shares the number of RP subject Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the Fair Market Value determined as set forth in the following sentence. If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange that were tendered (or deemed tendered) listed for trading on the Tender Date preceding NASDAQ system, Fair Market Value shall be the average of the last reported sale prices of the Common Stock on such Exchange Date exchange or system for the twenty (20) business days ending on the last business day prior to the date for which the determination is being made; or if the Common Stock is not so listed or admitted to unlisted trading privileges, Fair Market Value shall have been remarketed be the average of the means of the last reported bid and asked prices reported by the Remarketing Agents National Quotation Bureau, Inc. or any successor thereto for the twenty (20) business days ending on the related Dividend Reset Date last business day prior to the date for which the determination is being made; or if the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Fair Market Value shall be the book value thereof as at a price the end of $100,000 per share. Holders the most recent fiscal year of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on the Exchange Date therefor.
(b) The Trust will cause the publication of an exchange notice in an Authorized Newspaper, and cause the Paying Agent to mail an exchange notice to each Holder of RP, not less than 10 nor more than 3 0 days Company ending prior to the Exchange Date therefor. Such notice will state: (i) the Exchange Date, (ii) that on such Exchange Date all shares of RP will be exchanged automatically, and without any action or choice on the part of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Serial RP issuable determined in exchange for the shares of RP will be a 28-day Dividend Period commencing on such Exchange Date, (iv) that dividends on shares of RP will cease to accumulate on such Exchange Date and (v) whether the Serial RP will be rated by ▇▇▇▇▇'▇ and S&P or by a Substitute Rating Agency or Substitute Rating Agenciesaccordance with generally accepted accounting principles.
(c) On the Exchange Date, shares of RP will cease to accumulate dividends, will no longer be deemed outstanding, the rights of the Holders of such shares (except the right to receive shares of Serial RP, accumulated but unpaid dividends on their shares of RP to but excluding the Exchange Date and any payments required by paragraphs 3(h) and 3(k) of Part I) will cease, and the person or persons entitled to receive the Serial RP upon the exchange will be treated for all purposes as the holder or holders of such Serial RP.
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Exchange Provisions. Seller acknowledges that Buyer may elect to engage in a tax-deferred exchange ("Exchange") pursuant to Section 1031 of the Internal Revenue Code. To effect this Exchange, Buyer may assign its rights in, and delegate its duties under, this Agreement to an exchange accommodator which Buyer shall determine. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:
(a) Upon Seller shall have no obligation to take title to any property in connection with the authorization of the Board of Trustees based on Exchange, nor shall Seller have any liability to Buyer in connection with any such property (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of at least a majority of the shares of each series of RP outstanding at the time, in person or by proxy, either in writing or at a meeting (each such series voting separately as a class) (in either case, an "Exchange EventProperty"), then, on the first Dividend Payment Date for the RP which is at least 45 days after the occurrence of an Exchange Event and as of which the conditions described below have been satisfied (the "Exchange Date"), the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of ▇▇▇▇▇'▇ and S&P shall have provided on the Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided that, if ▇▇▇▇▇'▇ or S&P shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on the Exchange Date and (ii) all shares of RP subject to such exchange that were tendered (or deemed tendered) on the Tender Date preceding such Exchange Date shall have been remarketed by the Remarketing Agents on the related Dividend Reset Date at a price of $100,000 per share. Holders of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on the Exchange Date therefor.;
(b) The Trust will cause the publication of an exchange notice in an Authorized NewspaperBuyer shall be solely responsible, and cause the Paying Agent to mail an exchange notice to each Holder of RPSeller shall have no responsibility whatsoever, not less than 10 nor more than 3 0 days prior for negotiating any and all agreements, escrow instructions and other documents (collectively "Exchange Documents") with respect to the Exchange Date therefor. Such notice will state: (i) Property, as well as for any and all investigations, approvals and/or other actions required to be taken or permitted to be taken by Buyer under the Exchange Date, (ii) that on such Exchange Date all shares of RP will be exchanged automatically, and without any action or choice on the part of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Serial RP issuable in exchange for the shares of RP will be a 28-day Dividend Period commencing on such Exchange Date, (iv) that dividends on shares of RP will cease to accumulate on such Exchange Date and (v) whether the Serial RP will be rated by ▇▇▇▇▇'▇ and S&P or by a Substitute Rating Agency or Substitute Rating Agencies.Documents;
(c) On Seller shall in no way to be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any Exchange Property and/or the Exchange DateExchange, shares and Buyer shall reimburse Seller for any professional fees including, without limitation, actual attorneys' fees which Seller may incur with respect thereto;
(d) In no way shall the Closing of RP will cease this transaction be contingent upon or otherwise subject to accumulate dividends, will no longer be deemed outstanding, the rights consummation of the Holders of such shares (except the right to receive shares of Serial RP, accumulated but unpaid dividends on their shares of RP to but excluding the Exchange Date and any payments required by paragraphs 3(h) and 3(k) of Part I) will ceaseExchange, and the person escrow shall timely close in accordance with the terms of this Agreement, notwithstanding any failure, for any reason, of the parties to the Exchange to effect same;
(e) Buyer shall not be relieved of any obligations which would otherwise survive the Closing by reason of effecting the Exchange contemplated herein, and all such obligations of Buyer shall survive the Closing in the same fashion as if the Exchange had not taken place;
(f) Seller shall not be required to make any representations or persons entitled warranties, or to receive assume any obligations, or to spend any sum or to incur any personal liability whatsoever in connection with the Serial RP Exchange;
(g) No representations, warranties, covenants and/or indemnification obligations set forth in this Agreement shall be affected or limited by Buyer's use of an exchange accommodator and shall survive the Exchange and shall continue to inure from Buyer for the benefit of Seller. No provision of any separate instruction or related instruction from Buyer, the exchange accommodator and/or any other party shall be deemed to modify the terms of this Agreement or any rights of Seller hereunder; and
(h) Buyer agrees to indemnify, protect, defend (with counsel chosen by Seller) and hold harmless Seller from and against any and all claims, demands, causes of action, liabilities, costs and expenses (including, without limitation, actual attorneys fees) asserted against and/or incurred by Seller in connection with the Exchange or attempted Exchange. Seller makes absolutely no representations or warranties of any kind or nature, express or implied, that tax-deferred exchange treatment is available to Buyer with respect to the Exchange, or that such a transaction will qualify in any respect for such treatment, and Seller shall incur no liability if the Exchange fails to qualify for tax-deferred treatment for any reason. If Seller defaults under the terms of this Agreement, then Seller shall be liable to Buyer for only those damages which would have occurred if Buyer had not included the Property in any Exchange. Specifically excluded from such damages for which Seller would be liable, but not by way of limitation, are any consequential damages Buyer may incur because of a loss of tax advantages, tax deferral or other detrimental tax impacts upon Buyer caused by Seller's default. Buyer hereby acknowledges and represents to Seller that Buyer is relying solely and entirely upon the exchange will advice of Buyer's own attorneys and consultants with respect to any and all aspects of any such Exchange. In no event whatsoever shall the obligations of Buyer under this Agreement be treated for all purposes contingent upon the inclusion of this transaction and/or the Property as the holder or holders part of such Serial RPany Exchange in which Buyer may become involved.
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