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 the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either Notwithstanding anything to the Depository notifies contrary set forth in this Agreement, on the Company date on which the M&A Transaction is consummated, DIRECTV or such other Person that it is unwilling directly or unable to continue as depository for such Global Note or indirectly acquires DISH DBS shall either: (iiA) at any time the Depository, Clearstream or Euroclearpurchase and assume from each Lender and each Preferred Member, as applicable, ceases on the date to be a Clearing Agency registered under set forth in the Mandatory Exchange Act andNotice (which date shall not be prior to the Closing Date (as defined in the Equity Purchase Agreement)) (the “Exchange Date”), upon prior written notice by DIRECTV to the Administrative Agent (which such notice shall be made not less than 10 Business Days in advance thereof) (the “Mandatory Exchange Notice”), each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, in each caseexchange for notes (such notes, a successor depository is not appointed the “Exchange Notes”) to be issued by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. DIRECTV Financing, LLC (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository “DTV Issuer”), in an aggregate principal amount equal to the Paying Agent sum of (A) with respect to be so transferredeach Lender’s Term Loans, in whole or from time to time in part, without charge, and (x) 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 such Term Loans held by such Lender and outstanding on the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as of the Mandatory Exchange Date, plus (z) the Make-Whole Amount (determined as of the Mandatory Exchange Date) or the Prepayment Premium (determined as of the Mandatory Exchange Date), as applicable, or (B) with respect to each Preferred Member’s Preferred Membership Interests, the Unreturned Preferred Amount (as defined in Authorized Denominations. Any Certificated Note delivered the DBS Subscriber Sub A&R LLC Agreement) in exchange for an interest respect of such Preferred Membership Interests redeemed plus (ii) the Applicable Premium (as defined in a Global Note shallthe DBS Subscriber Sub A&R LLC Agreement); and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, except as otherwise provided by Section 2.7(n) hereofincluding with respect to any transferee, bear shall be made subject to the legends representations and warranties set forth in Section 12.2(i); or (B) purchase and assume from each Lender and each Preferred Member, as applicable, each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, for cash, in an aggregate principal amount equal to the applicable Exhibit hereto sum of (A) with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans held by such Lender and outstanding on such date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as of such date, plus (z) the Make-Whole Amount (determined as of such date) or the Prepayment Premium (determined as of such date), as applicable, or (B) with respect to each Preferred Member’s Preferred Membership Interests, the Unreturned Preferred Amount (as defined in the DBS Subscriber Sub A&R LLC Agreement) in respect of such Preferred Membership Interests redeemed plus (ii) the Applicable Premium (as defined in the DBS Subscriber Sub A&R LLC Agreement); and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including with respect to any transferee, shall be made subject to the transfer restrictions referred to representations and warranties set forth in such legendsSection 12.2(i). (cii) Subject The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the provisions of subsection other party and the DTV Issuer in a commercially reasonable manner to effectuate the exchange set forth in this Section 2.6(c), including, but not limited to, amending this Agreement and the terms thereof in a mutually acceptable manner. (biii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.112.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the Holder written consent of a Global Note may grant proxies DIRECTV 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 NotesDTV Issuer. (div) In the event of Upon the occurrence of the event specified Exchange Date and the issuance of the Exchange Notes and the payment in subsection full of all other Obligations, (ax) all Transaction Documents shall terminate automatically, (y) all of this Section 2.11, the Company shall promptly make available security interests in the Collateral that have been granted to the Paying Agent a reasonable supply Administrative Agent, for the benefit of Certificated Notes in definitiveitself and the Lenders, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to under this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall executeautomatically terminate, and (z) the Paying Administrative Agent shall delivershall, at the expense of the Borrower, deliver to the Borrower any customary release documentation, in exchange for form reasonably satisfactory to the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized DenominationsBorrower.

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).

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.