Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominations.

Mandatory Exchange. (a) A Global Note deposited with Subject to the Depository provisions of this Article 14, the Notes shall be automatically exchanged for one at the Exchange Rate following the occurrence of the Mandatory Exchange Trigger Event (the “Mandatory Exchange”). No later than three Business Days following the occurrence of the Mandatory Exchange Trigger Event, the Company shall or, at its written request received by the Trustee, the Trustee, in the name of and at the expense of the Company, shall deliver or more Certificated Notes issued cause to be delivered a notice of such Mandatory Exchange (a “Mandatory Exchange Notice”) to the beneficial owners thereof Exchange Agent (if other than the Trustee) and the Holders; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Mandatory Exchange to the Trustee (if the Trustee is not the Exchange Agent). The Mandatory Exchange Notice shall (i) either state that the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or Mandatory Exchange Trigger Event has occurred, (ii) at any time state the Depository, Clearstream or Euroclear, current Exchange Rate and the Settlement Method for the Mandatory Exchange as applicable, ceases to be a Clearing Agency registered under elected by the Exchange Act Company (and, in the case of an election of Combination Settlement, the Specified Dollar Amount per $1,000 principal amount of Notes) and (iii) include the Exchange Date for the Mandatory Exchange, which shall be the tenth Business Day following the date of such notice. Following delivery of the Mandatory Exchange Notice, each caseHolder shall follow the procedure described in Section 14.02(b), a successor depository is not appointed by and the Company within 90 days after shall have no obligation to issue the exchange consideration unless such notice; Holder has complied with the provisions thereof. On or prior to the Exchange Date for the Mandatory Exchange, the Company shall deliver an Officer’s Certificate to the Trustee and provided the Exchange Agent (if other than the Trustee), stating that such the Mandatory Exchange Trigger Event has occurred. Subject to Section 14.02 and Section 14.07(a), upon exchange complies with Section 2.7 hereof. (b) Any Global Note that is exchanged for a Certificated of any Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.1114.01(b), the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall pay or deliver, in exchange for the Global Note or Global Notes, as the case may be, to each exchanging Holder the same original aggregate principal amount of Certificated Notes of Authorized Denominationsconsideration due to such Holder in accordance with Section 14.02(a).

Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, Depository ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominations.

Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, Depository ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof2.7. (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof), bear the legends set forth in the applicable Exhibit hereto to this Agreement and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under pursuant to this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.11, the Company promptly shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominations.

Mandatory Exchange. (a) A Global Note deposited with On or promptly following the Depository Escrow Release Date (such date, the “Exchange Date”), the Issuer shall deliver to the Holders of the Notes, without any action by such Holders, in exchange for each $1,000 principal amount of the Outstanding Notes as of the open of business on the Exchange Date delivered to the Issuer on the Escrow Release Date, an equal principal amount of 10.750% Senior Secured Notes due 2018 issued by WCC and Xxxxxxxxxxxx Partners (the “New Notes”) pursuant to the WCC Indenture. The delivery of the New Notes to the Holders of the Notes as described in this Section 3.02 shall be exchanged for one or more Certificated Notes issued to deemed the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at payment in full of all principal, interest and any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency registered other amounts due under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereofNotes. (b) Any Global Note the Issuer shall provide written notice (the “Exchange Notice”) to the Trustee no later than one Business Day prior to the Escrow Release Date notifying the Trustee (i) that is the Escrow Release Conditions have been met such that the Escrowed Funds will be released on the Escrow Release Date and (ii) that the Notes are to be mandatorily exchanged for a Certificated Note the New Notes on the Exchange Date pursuant to this Section 2.11 3.02. Promptly upon receipt of an Exchange Notice, the Trustee shall notify DTC, as the Holder of the Notes, of the Exchange Date, which shall be surrendered by the Depository as soon as practicable following such notice to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legendsDTC. (c) Subject to the provisions foregoing, upon book-entry transfer of subsection (b) the Notes or delivery of this Section 2.11the Notes to the Trustee with duly completed transfer instructions on or after the Exchange Date, the Holder Trustee shall authorize the delivery through DTC of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Membersthe New Notes into which such Notes are exchangeable, to take any action which a Holder is entitled to take under this Agreement the Exchange Date Holders by book-entry transfer, or the Purchase Money Notes. (d) In the event of the occurrence of the event specified other appropriate procedures, in subsection (a) of this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement accordance with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominationsinstructions.

Mandatory Exchange. (a) A Rule 144A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) if either (x) the Depository notifies the Company that it is unwilling or unable to continue as depository for such Rule 144A Global Note or (iiy) at any time the Depository, Clearstream or Euroclear, as applicable, Depository ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 ninety days after such notice; and provided that such exchange complies with Section 2.7 hereofor (ii) upon a request to such effect hy the PMN Agent while an Event of Default is continuing. (b) Any Rule 144A Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, . and the Company shall execute, 18 CADC/RADC Vl"nture 2011- J Stru{"tured Transattion Custodial and Paying Agency Agreement Version3_1 EXH:JJTitlN VERSION v.4 and the Paying Agent shall deliver, upon such transfer of each portion of such Rule 144A Global Note, an equal aggregate principal amount Original Face Amount of Certificated Notes in Authorized DenominationsDenominations (subject to the proviso to the first sentence of Section 2.5Cb)). Any Certificated Note delivered in exchange for an interest in a Rule 144A Global Note shall~hall, except as otherwise provided by Section 2.7(n) hereof2. 7(n), bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Rule 144A Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under pursuant to this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.112.1 1, the Company promptly shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement Exhihits hereto with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Rule 144A Global Note or Rule 1 44A Global Notes, as the case may be, the same original aggregate principal amount Original Face Amount of Certificated Notes of Authorized DenominationsDenominations (subject to the proviso to the first sentence of Section 2.5(b)).

Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n2.7(m) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Purchase Money NotesNote. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominations.

Mandatory Exchange. (a) A Rule 144A Global Note deposited with the Depository shall will be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) if either (A) the Depository notifies the Company that it is unwilling or unable to continue as depository for such Rule 144A Global Note or (iiB) at any time the Depository, Clearstream or Euroclear, as applicable, Depository ceases to be a Clearing Agency registered under the Exchange Act and, in each case, (X) a successor depository is not appointed by the Company within 90 ninety days after such notice; , and provided that (Y) such exchange complies with Section 2.7 hereof4 of this Annex I, or (ii) upon a request to such effect by the PMN Agent while an Event of Default is continuing. (b) Any Rule 144A Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall 8 is to be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall is to execute, and the Paying Agent shall is to deliver, upon such transfer of each portion of such Rule 144A Global Note, an equal aggregate principal amount Original Face Amount of Certificated Notes in Authorized DenominationsDenominations (subject to the proviso to the first sentence of Section 2(b) of this Annex I). Any Except as is provided otherwise in Section 4(n) of this Annex I, any Certificated Note delivered in exchange for an interest in a Rule 144A Global Note shall, except as otherwise provided by Section 2.7(n) hereof, is to bear the legends set forth in the applicable Exhibit hereto to this Agreement and shall will be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.118, the Holder of a Rule 144A Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under pursuant to this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.118, the Company shall promptly is to make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without and bearing interest couponsat the Applicable Interest Rate. The Certificated Notes shall are to be in substantially the same form as the applicable Exhibits to this Agreement Agreement, with such changes therein as the Company and Paying Agent shall agree will agree, and the Company shall is to execute, and the Paying Agent shall is to deliver, in exchange for the Rule 144A Global Note or Rule 144A Global Notes, as the case may be, the same original aggregate principal amount Original Face Amount of Certificated Notes of Authorized DenominationsDenominations (subject to the proviso to the first sentence of Section 2(b) of this Annex I).