Permitted Exchanges. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, with respect to any Permitted Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of a particular Class, the Borrower may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or term loans) or Qualified Equity Interests (such Indebtedness or Qualified Equity Interests, “Permitted Exchange Securities” and each such exchange, a “Permitted Exchange”), so long as the following conditions are satisfied:
Permitted Exchanges. (a) Notwithstanding Section 8.01, each Member (other than the Corporation) shall be entitled to exchange, at any time and from time to time, any or all of such Member’s Common Units, on a one-for-one basis, for the same number of shares of Common Stock (the number of shares of Common Stock for which a Common Unit is entitled to be exchanged referred to herein as the “Exchange Rate”) by delivering a written notice to the Manager (and to the Corporation, if the Corporation is not the Manager) stating that such Member desires to exchange a number of Common Units specified in such notice into an equal number of shares of Common Stock, accompanied by instruments of transfer to the Corporation, duly executed by such Member or such Member’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to this Article VIII, in respect of the Common Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Manager (and the Corporation, if the Corporation is not the Manager). The Manager shall use commercially reasonable efforts to effect any such exchange within one Business Day of receiving the requisite notice, instruments of transfer and transfer tax stamps or funds therefor, if required, as set forth in the preceding sentence. Notwithstanding the foregoing, no holder of a Common Unit shall be entitled to exchange such Common Unit for a share of Common Stock if such exchange would be prohibited under applicable federal or state securities laws or regulations.
Permitted Exchanges. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Exchange Offer”) made from time to time by the Borrower (it being agreed that any Permitted Exchange Offer that constitutes an offering of securities may exclude any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act)), the Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans for any loans or securities (including Permitted Other Indebtedness in the form of loans or notes) (such loans or securities, “Permitted Exchange Securities,” and each such exchange a “Permitted Exchange”), so long as the following conditions are satisfied: (i) subject to the LCT Provisions, no Event of Default shall have occurred and be continuing at the time the final offering document in respect of a Permitted Exchange Offer is delivered to the relevant Lenders, (ii) in the case of Permitted Exchange Securities issued in the form of Indebtedness, the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall equal no more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Exchange Securities issued in exchange for such Term Loans; provided that the aggregate principal amount of such Permitted Exchange Securities may include accrued interest and premium (if any) under the Term Loans exchanged and underwriting discounts, fees, commissions and expenses in connection with the issuance of such Permitted Exchange Securities, (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged under each applicable Class by the Borrower pursuant to any Permitted Exchange shall automatically be cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursu...
Permitted Exchanges. Subject to Section 10.2, Limited Partners shall be permitted to transfer LP Units to the Advising General Partner in exchange for NEIC LP Units in accordance with the procedures described in this Section 10.4.
