Common use of Exchange of Preferred Stock Clause in Contracts

Exchange of Preferred Stock. (a) Subject to the terms and conditions herein, the Holder shall sell, transfer, surrender and assign to the Company the Outstanding Preferred Stock and in exchange therefor, the Company shall issue to the Holder the Notes with a principal amount equal to the aggregate liquidation preference of such shares of Preferred Stock plus, without duplication, accrued and unpaid dividends thereon (rounded to the nearest multiple of $100). (b) Subject to the terms and conditions herein, the closing of the Exchange (the "Closing") shall occur immediately following the closing of the New Credit Agreement (as defined in Section 3(b)) at the offices of Paul, Weiss, Rifkind, Wharto▇ & Garrison LLP or such ▇▇▇▇▇ tim▇ ▇▇▇ ▇▇ace as the parties agree. (c) At the Closing, (i) the Holder shall deliver to the Company one or more certificates or other instruments representing the Outstanding Preferred Stock duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blank, (ii) the Company and the Holder, as trustee shall enter into an indenture governing the Notes (the "Indenture") which Indenture shall be in the form attached hereto as Exhibit A (with such changes as the parties may agree), (iii) the Company shall issue the Notes (which shall be in substantially the form attached as an exhibit to the Indenture attached hereto as Exhibit A) in certificated form registered in the name of the Holder and (iv) the Holder, as trustee under the Indenture, shall authenticate the Notes. (d) The Company shall notify the Holder of the proposed closing date and the principal amount of the Notes to be issued at least two days prior to the Closing. (e) Each of the Company and the Holder agrees to execute and deliver such other documents and instruments of transfer as may be necessary to carry out the Exchange.

Exchange of Preferred Stock. (a) Subject Prior to the terms consummation of the Offering, but after the declaration of the Dividend, each Stockholder shall transfer and conditions hereindeliver to the Company, free and clear of liens, the Holder shall sell, transfer, surrender and assign to the Company the Outstanding Preferred Stock and in exchange therefor, the Company shall issue to the Holder the Notes with a principal amount equal to the aggregate liquidation preference number of such shares of Preferred Stock plusheld by such Stockholder set forth opposite such Stockholder’s name in the second column of Exhibit A hereto, without duplicationwhich constitutes all of the outstanding Preferred Stock held by each Stockholder. Each Stockholder shall surrender all stock certificates evidencing the Preferred Stock owned by such Stockholder, accrued free and unpaid dividends thereon clear of any lien, claim or encumbrance, duly endorsed for transfer or accompanied by stock powers or assignments duly executed with all necessary stock transfer stamps attached thereto (rounded provided, that the right to the nearest multiple Dividend shall be retained by the Stockholders). The Preferred Stock so transferred shall be deemed to be cancelled without further action of $100)the Company. (b) Subject In exchange for the shares of Preferred Stock delivered to the terms Company pursuant to Section 1.1(a) above (the “Preferred Stock Exchange”), each Stockholder shall receive: (i) at Closing, the aggregate number of shares of Common Stock set forth opposite such Stockholder’s name in the fourth column of Exhibit A (in satisfaction of all or a portion of the Liquidation Preference of the Preferred Stock delivered by each such Stockholder to the Company pursuant to Section 1.1(a) above on the basis of $[·] of Liquidation Preference per share of Common Stock); and (ii) on the first business day that is at least 31 days following the consummation of the Offering, the Company shall in satisfaction of any remaining Liquidation Preference of the Preferred Stock delivered by each Stockholder to the Company pursuant to Section 1.1(a) above, after giving effect to clause (b)(i) above and conditions payment of the Dividend, issue to each Stockholder one share of Common Stock per $[ ] of such remaining Liquidation Preference. As used herein, the closing “Liquidation Preference” shall mean, as of the Exchange Closing Date, with respect to any share of Preferred Stock, the sum of (i) $1,000 per share, adjusted as provided in the Amended and Restated Certificate of Incorporation of the Company (the "Closing"“Company Charter”) shall occur immediately following the closing of the New Credit Agreement for accrued and unpaid Series A Preferred Stock Accreted Dividends (as defined in Section 3(b)) at the offices of Paul, Weiss, Rifkind, Wharto▇ & Garrison LLP or such ▇▇▇▇▇ tim▇ ▇▇▇ ▇▇ace as the parties agree. (c) At the Closing, (i) the Holder shall deliver to the Company one or more certificates or other instruments representing the Outstanding Preferred Stock duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blankCharter), plus (ii) any accrued and unpaid Accumulated Dividends (as defined in the Company and the Holder, as trustee shall enter into an indenture governing the Notes (the "Indenture") which Indenture shall be in the form attached hereto as Exhibit A (with such changes as the parties may agreeCharter), (iii) the Company shall issue the Notes (which shall be in substantially the form attached as an exhibit other than Series A Preferred Stock Accreted Dividends, with respect to the Indenture attached hereto as Exhibit A) in certificated form registered in the name of the Holder and (iv) the Holder, as trustee under the Indenture, shall authenticate the Notessuch share. (d) The Company shall notify the Holder of the proposed closing date and the principal amount of the Notes to be issued at least two days prior to the Closing. (e) Each of the Company and the Holder agrees to execute and deliver such other documents and instruments of transfer as may be necessary to carry out the Exchange.