Common use of Exchange and Replacement Clause in Contracts

Exchange and Replacement. Any Warrant is exchangeable upon the surrender thereof by the Holder to the Company at its Principal Office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder at the time of surrender. Subject to compliance with Section 4, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office of the Company. The Company will issue replacement Warrant certificates upon the loss, theft, destruction or mutilation thereof. Warrants shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.

Exchange and Replacement. Any This Warrant is exchangeable upon the surrender thereof hereof by the Holder registered holder to the Company at its Principal Office principal office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each of such new Warrant Warrants to represent the right to purchase such number of shares as shall be designated by the Holder said registered holder at the time of surrender. Subject to compliance with Section 4, each This Warrant and all rights thereunder hereunder are transferable in whole or in part upon the books of the Company by the Holder thereof registered holder hereof in person or by duly authorized attorney, and a new Warrant Warrants shall be made and delivered by the Company, of the same class, tenor and date as the this Warrant but bu registered in the name of the transferee, transferee(s) upon surrender of the this Warrant, duly endorsed, at the Principal Office to said office of the Company. The Upon receipt by the Company will issue replacement Warrant certificates upon of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation thereofof this Warrant, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant, without requiring the posting of any bond or the giving of any other security. Warrants This Warrant shall be promptly canceled by the Company upon the surrender thereof hereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 310.

Exchange and Replacement. Any The Warrant is exchangeable upon the surrender thereof by the Holder Warrantholder to the Company at its Principal Office principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder Warrantholder at the time of surrender. Subject to compliance with Section 44 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office principal offices of the Company. The Company will issue a replacement certificate for the Warrant certificates upon the loss, theft, destruction or mutilation thereofthereof pursuant to Section 10 (b) of the Stockholders Agreement. Warrants The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants the Warrant pursuant to this Section 3.

Exchange and Replacement. Any The Warrant is exchangeable upon the surrender thereof by the Holder Warrantholder to the Company at its Principal Office principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder Warrantholder at the time of surrender. Subject to compliance with Section 4SECTION 4 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office principal offices of the Company. The Company will issue a replacement certificate for the Warrant certificates upon the loss, theft, destruction or mutilation thereofthereof pursuant to SECTION 10(b) of the Stockholders Agreement. Warrants The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants the Warrant pursuant to this Section SECTION 3.

Exchange and Replacement. Any This Warrant is exchangeable upon the surrender thereof by the Holder to the Company at its Principal Office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder at the time of surrender. Subject to compliance with Section 4, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office of the Company. The Company will issue replacement Warrant certificates upon in the event of the loss, theft, destruction or mutilation thereofthereof upon receipt of appropriate affidavit(s) and bonds reasonably requested by the Company. Warrants shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes Taxes (other than stock transfer taxesTaxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.

Exchange and Replacement. Any This Warrant is exchangeable upon the surrender thereof hereof by the Holder registered holder to the Company at its Principal Office principal office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each of such new Warrant Warrants to represent the right to purchase such number of shares as shall be designated by the Holder said registered holder at the time of surrender. Subject to compliance with Section 4applicable securities laws, each this Warrant and all rights thereunder hereunder are transferable in whole or in part upon the books of the Company by the Holder thereof registered holder hereof in person or by duly authorized attorney, and a new Warrant Warrants shall be made and delivered by the Company, of the same class, tenor and date as the this Warrant but registered in the name of the transfereetransferee(s), upon surrender of the this Warrant, duly endorsed, at the Principal Office to said office of the Company. The Company will issue replacement acknowledges that the Bank intends to transfer this Warrant certificates upon to the Bank's parent, subsidiaries, affiliates and/or participant under the Loan Agreement. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation thereofof this Warrant, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant, without requiring the posting of any bond or the giving of any other security. Warrants This Warrant shall be promptly canceled cancelled by the Company upon the surrender thereof hereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.and

Exchange and Replacement. Any This Warrant is exchangeable upon the surrender thereof by the Holder to the Company at its Principal Office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder at the time of surrender. Subject to compliance with Section 4, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office of the Company. The Company will issue replacement Warrant certificates upon in the event of the loss, theft, destruction or mutilation thereofthereof upon receipt of appropriate affidavit(s) and bonds reasonably requested by the Company. Warrants shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.

Exchange and Replacement. Any Warrant is exchangeable upon the surrender thereof by the Holder to the Company at its Principal Office for a new Warrant or Warrants of like tenor and date representing in the aggregate the Exhibit "B" right to purchase the number of shares purchasable thereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder at the time of surrender. Subject to compliance with Section 4, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office of the Company. The Company will issue replacement Warrant certificates upon the loss, theft, destruction or mutilation thereof. Warrants shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.

Exchange and Replacement. Any The Warrant is exchangeable upon the surrender thereof by the Holder Warrantholder to the Company at its Principal Office principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder Warrantholder at the time of surrender. Subject to compliance with Section 44 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office principal offices of the Company. The Company will issue a replacement certificate for the Warrant certificates upon the loss, theft, destruction or mutilation thereofthereof pursuant to Section 10(b) of the Stockholders Agreement. Warrants The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants the Warrant pursuant to this Section 3.

Exchange and Replacement. Any The Warrant is exchangeable upon the surrender thereof by the Holder Warrantholder to the Company at its Principal Office principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable thereunderhereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder Warrantholder at the time of surrender. Subject to compliance with Section 4SECTION 4 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office principal offices of the Company. The Company will issue a replacement certificate for the Warrant certificates upon the loss, theft, destruction or mutilation thereofthereof pursuant to SECTION 10(B) of the Stockholders Agreement. Warrants The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants the Warrant pursuant to this Section SECTION 3.

Exchange and Replacement. Any Warrant is exchangeable upon the surrender thereof by the Holder to the Company at its Principal Office for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of Mid:010056\000010\578047.9 Exhibit "B" Exhibit "B" shares purchasable thereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Holder at the time of surrender. Subject to compliance with Section 4, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Holder thereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same class, tenor and date as the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the Principal Office of the Company. The Company will issue replacement Warrant certificates upon the loss, theft, destruction or mutilation thereof. Warrants shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 3.