Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. (i) Notwithstanding anything to the contrary set forth in this Agreement, on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the Mandatory Exchange Notice (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 exchange for notes (such notes, the “Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal to the 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 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 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 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 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 representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense of the Borrower, deliver to the Borrower any customary release documentation, in form reasonably satisfactory to the Borrower.

Mandatory Exchange. (ia) Notwithstanding anything to the contrary set forth in this AgreementIf, on the date Settlement Date with respect to a Mandatory Exchange Event, the aggregate number of Partnership Units which have not been acquired or converted pursuant to Section 2, Section 3 or Section 4 above exceeds the product (such product being herein called the "Non-Excess Partnership Units") of the number of Partnership Units outstanding on the Effective Date multiplied by the Remaining Original Property Ratio (calculated without including the Original Property Ratio of any Original Property then being sold, transferred or otherwise disposed of), then Partnership Units in the number of such excess (the "Excess Partnership Units") shall automatically be deemed tendered to the Company, whereupon the provisions of Section 2 and 3 above shall apply without the need of any Exercise Notice or actual tendering of Partnership Units. In the event of an automatic tender pursuant to this Section 5, each Unitholder holding Partnership Units on the Settlement Date for such Mandatory Exchange Event shall automatically be deemed to have tendered to the Company a number of Partnership Units (the "Mandatory Units") equal to the total number of Partnership Units then held by such Unitholder multiplied by a fraction, the numerator of which is the M&A Transaction number of Excess Partnership Units then existing, and the denominator of which is consummatedthe number of then existing Partnership Units which have not been acquired or converted pursuant to Section 2, DIRECTV Section 3 or such other Person that directly or indirectly acquires DISH DBS shall either:Section 4 above. (Ab) purchase and assume from each Lender and each Preferred Member, as applicableIf, on the date Settlement Date with respect to a Mandatory Exchange Event there has been a voluntary tender of Partnership Units for which the Settlement Date has not yet occurred, then the Settlement Date for such voluntary tender shall instead be set forth in the Settlement Date with respect to such Mandatory Exchange Event, but the Tender Date and Unit ▇▇▇▇ (c) The settlement of any mandatory exchange or redemption pursuant to this Section 5 shall be deemed to have occurred prior to the Mandatory Exchange Notice (which date Event giving rise to such mandatory exchange or redemption. All Operating Partnership allocations and distributions made pursuant to the Partnership Agreement on account of any such Mandatory Exchange Event shall not be calculated and made on the basis that the settlement of any mandatory exchange or redemption pursuant to this Section 5 occurred 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 Event. (d) As of such date, in exchange for notes (such notes, the “Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal to the sum of (A) Settlement Date with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans held by such Lender and outstanding on the a Mandatory Exchange DateEvent, plus (y) unpaid accrued interest with respect all certificates representing Partnership Units which have not actually been surrendered to the Loans held Company shall thereafter represent only the Partnership Units or other securities to which the Unitholder remains entitled under this Section 5. Upon being notified by such Lender as the Company of the a Mandatory Exchange Date, plus (z) Event each Unitholder shall promptly deliver to 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 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); Company a completed and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including duly executed Exercise Notice with respect to any transferee, shall be made subject to the 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 sum of (A) with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans Excess Partnership Units 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 representations and warranties set forth in Section 12.2(i)Unitholder. (iie) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the other party and the DTV Issuer in a commercially reasonable manner to effectuate the exchange set forth in Except as modified by this Section 2.6(c)5, including, but not limited to, amending this Agreement and the terms thereof in a mutually acceptable manner. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all provisions of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminateapply to an acquisition or conversion of the Partnership Units pursuant to this Section 5, and (z) the Administrative Agent shall, at the expense any deemed tender of Partnership Units pursuant to this Section 5 shall be treated as an actual tender for purposes of the Borrower, deliver to the Borrower any customary release documentation, in form reasonably satisfactory to the Borrowerother provisions of this Agreement.

Mandatory Exchange. (ia) Notwithstanding anything to On or promptly following the contrary set forth in this Agreement, on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Escrow Release Date (as defined in the Equity Purchase Agreement)) (such date, the “Exchange Date”), upon prior written notice by DIRECTV the Issuer shall deliver to the Administrative Agent (which Holders of the Notes, without any action by 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 dateHolders, in exchange for notes 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 ▇▇▇▇▇▇▇▇▇▇▇▇ Partners (such notes, the “Exchange New Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal pursuant to the sum WCC Indenture. The delivery 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 the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect New Notes to the Loans held by such Lender as Holders of the Mandatory Exchange Date, plus (z) the Make-Whole Amount (determined Notes 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 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 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 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 representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the other party and the DTV Issuer in a commercially reasonable manner to effectuate the exchange set forth described in this Section 2.6(c), including, but not limited to, amending this Agreement and the terms thereof in a mutually acceptable manner. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) 3.02 shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and deemed the payment in full of all principal, interest and any other Obligationsamounts due under the Notes. (b) 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 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 the New Notes on the Exchange Date pursuant to this Section 3.02. Promptly upon receipt of an Exchange Notice, (x) all Transaction Documents the Trustee shall terminate automaticallynotify DTC, (y) all as the Holder of the security interests in Notes, of the Collateral that have been granted Exchange Date, which shall be as soon as practicable following such notice to DTC. (c) Subject to the Administrative Agentforegoing, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense upon book-entry transfer of the Borrower, deliver Notes or delivery of the Notes to the Borrower any customary release documentationTrustee with duly completed transfer instructions on or after the Exchange Date, the Trustee shall authorize the delivery through DTC of the New Notes into which such Notes are exchangeable, to the Exchange Date Holders by book-entry transfer, or other appropriate procedures, in form reasonably satisfactory to the Borroweraccordance with such instructions.

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (i) Notwithstanding anything as defined in the Articles Supplementary of the Corporation relating to the contrary set forth right and preferences of the Corporation Preferred Stock as in this Agreement, effect on the date on which of the M&A Transaction is consummatedFirst Amendment) to holders of Corporation Preferred Stock, DIRECTV or such other Person that directly or indirectly acquires DISH DBS the Operating Partnership shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, have the right to exchange on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Conversion Date (as defined in the Equity Purchase Agreement)such Articles Supplementary) (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) all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the “"Mandatory Exchange Notice”)Exchange") of Series 1997-A Preferred Units, each Lender’s Term Loans the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in exchange for notes (such notesthe Notice of Mandatory Exchange is not clearly erroneous, the “outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an aggregate principal amount equal to all Accrued Distributions thereon through the sum Mandatory Exchange Date. At the close 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 business on the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect the General Partner shall cause appropriate amendments to the Loans held by such Lender as of Partnership Agreement to be made to reflect the Mandatory Exchange Date, plus (z) and shall deliver to the Make-Whole Amount (determined as holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a 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 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 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 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 immediately redeemable at any transferee, shall be made subject to the representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shalltime thereafter, at the expense option of the Borrower, deliver to the Borrower any customary release documentationholder thereof, in form reasonably satisfactory to accordance with the Borrowerredemption provisions of the Partnership Agreement.

Mandatory Exchange. In the event the Trading Price equals or exceeds 115% of the Exchange Price for 10 out of 15 consecutive Trading Days, this Security will be mandatorily exchanged on the fifth Trading Day (the "Exchange Date") immediately succeeding such tenth Trading Day (unless the Company shall have elected on or prior to the second Trading Day immediately succeeding such tenth Trading Day to permanently terminate the mandatory exchange provisions of this Security) into PCC Shares (subject to adjustment for certain events) per $1,000 principal amount of this Security (initially equivalent to a price of $ per share (the "Exchange Price")). Subject to the following paragraph, on and after the Exchange Date, interest will cease to accrue on this Security. The Holder will be obligated to surrender this Security at the specified office of the Exchange Agent and PCC will be obligated to issue the Exchange Shares. Such exchange will be effected through the facilities of DTC, with the Holder being deemed to have automatically tendered this Security for exchange on the Exchange Date in accordance with applicable DTC procedures. The automatic exchange will be subject to the delivery of the Exchange Shares to the Paying Agent prior to the Exchange Date. In the event that PCC shall distribute rights, options or warrants (other than Discount Rights) ("Rights") pro rata to holders of PCC Shares, so long as any such Rights have not expired or been redeemed, the Holder of this Security when it is surrendered for exchange will be entitled to receive upon exchange, in addition to the Exchange Shares, a number of Rights to be determined as follows: (i) Notwithstanding anything to the contrary set forth in this Agreement, if such exchange occurs on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Date (as defined in date for the Equity Purchase Agreement)) distribution to the holders of Rights of separate certificates evidencing such rights (the “Exchange "Distribution Date”"), upon prior written notice by DIRECTV the same number of Rights to which a holder of a number of shares of PCC Shares equal to the Administrative Agent number of Exchange Shares is entitled at the time of such exchange in accordance with the terms and provisions of and applicable to the Rights, and (ii) if such exchange occurs after such Distribution Date, the same number of Rights to which a holder of the number of shares of PCC Shares into which such notice shall Security was exchangeable immediately prior to such Distribution Date would have been entitled on such Distribution Date in accordance with the terms and provisions of and applicable to the Rights. The Exchange Price will not be made subject to adjustments on account of any declaration, distribution or exercise of such Rights. On exchange of this Security, the Holder will not less than 10 Business Days in advance thereof) receive any cash payment representing an accrued discount or premium payment. PCC's delivery to the Holder of the Exchange Shares (the “Mandatory Exchange Notice”), each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstandingor cash adjustment, as applicable, as described below) into which this Security is exchangeable will be deemed to satisfy the Company's obligation to pay the principal amount and any accrued discount or premium attributable to the period from the Issue Date to the date of such date, in exchange for notes (such notes, the “Exchange Notes”) exchange. Fractional PCC Shares are not to be issued by DIRECTV Financingupon exchange, LLC (“DTV Issuer”)but, in an aggregate principal amount equal to lieu thereof, PCC will pay a cash adjustment based upon the 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 the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as market price 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 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 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 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 representations and warranties set forth in Section 12.2(i)PCC Shares. (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense of the Borrower, deliver to the Borrower any customary release documentation, in form reasonably satisfactory to the Borrower.

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (i) Notwithstanding anything as defined in the Articles Supplementary of the Corporation relating to the contrary set forth right and preferences of the Corporation Preferred Stock as in this Agreement, effect on the date on which of the M&A Transaction is consummatedFirst Amendment) to holders of Corporation Preferred Stock, DIRECTV or such other Person that directly or indirectly acquires DISH DBS the Operating Partnership shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, have the right to exchange on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Conversion Date (as defined in the Equity Purchase Agreement)such Articles Supplementary) (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) all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the “"Mandatory Exchange Notice”)Exchange") of Series 1997-A Preferred Units, each Lender’s Term Loans the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "NOTICE OF MANDATORY EXCHANGE," and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, the "MANDATORY EXCHANGE DATE") to all holders of outstanding Series 1997-A Preferred Units on a date (the "MANDATORY EXCHANGE NOTICE DATE") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "MANDATORY EXCHANGE RECORD DATE") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in exchange for notes (such notesthe Notice of Mandatory Exchange is not clearly erroneous, the “outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an aggregate principal amount equal to all Accrued Distributions thereon through the sum Mandatory Exchange Date. At the close 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 business on the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect the General Partner shall cause appropriate amendments to the Loans held by such Lender as of Partnership Agreement to be made to reflect the Mandatory Exchange Date, plus (z) and shall deliver to the Make-Whole Amount (determined as holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a 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 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 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 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 immediately redeemable at any transferee, shall be made subject to the representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shalltime thereafter, at the expense option of the Borrower, deliver to the Borrower any customary release documentationholder thereof, in form reasonably satisfactory to accordance with the Borrowerredemption provisions of the Partnership Agreement.

Mandatory Exchange. Within sixty (60) days of a Mandatory Exchange Triggering Event set out in clauses (ii) or (iv) of the definition thereof or at any time following the Mandatory Exchange Triggering Event set out in clause (iii) of the definition thereof, Newco may, and within 30 days of the Mandatory Exchange Triggering Event set out in clause (i) Notwithstanding anything to of the contrary set forth in this Agreementdefinition thereof, on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Date (as defined in the Equity Purchase Agreement)) (the “Exchange Date”)Newco shall, upon not less than twenty one (21) days and not more than thirty (30) days 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 a “Mandatory Exchange Notice”), each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, in exchange for notes (such notesperiod, the “Mandatory Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV IssuerNotice Period”), in an aggregate principal amount equal require each of the IESI Owners to exercise the sum of (A) Exchange Right for Shares or, if Newco is entitled to make a Market Cash Election with respect to each Lender’s Term Loansany IESI Owner, Market Cash, in accordance with this Agreement, with respect to any and all Preferred Shares which are then outstanding (x) a “Mandatory Exchange”); provided that, so long as any relevant IESI Owners have complied with Section 4.7 as if they were parties to this Agreement, Newco shall not be permitted to deliver a Mandatory Exchange Notice unless all necessary filings with respect to any IESI Owner under the aggregate principal amount of HSR Act have been made and all applicable waiting periods in connection with such Term Loans held by such Lender and outstanding on filings have expired. At any time during the Mandatory Exchange DateNotice Period, plus an IESI Owner may exercise its Exchange Right pursuant to Section 2.1 (yprovided that, in the case of a Mandatory Exchange Triggering Event set out in clause (iv) unpaid accrued interest with respect of the definition thereof, if so approved by the vote or consent in writing of IESI Owners holding more than 50% of the Preferred Shares then outstanding, the IESI Owners may not exercise their right to elect Distribution Cash pursuant to the Loans held Exchange Consideration Option during such Mandatory Exchange Notice Period). In the event that an IESI Owner does not exercise its Exchange Right by such Lender as delivering an Exchange Notice by the expiration of the Mandatory Exchange DateNotice Period, plus Newco shall initiate the Exchange Right by delivering written notice to such IESI Owner of its election to initiate the Exchange Right and the Exchange Consideration shall be Shares or, in the event of a Market Cash Election in accordance with Section 2.3, Market Cash. Following such election by Newco, the relevant provisions of this Agreement (zincluding, for greater certainty, the relevant provision of Sections 2.3 and 2.4) shall operate to effect the Make-Whole Amount completion of the Mandatory Exchange. In the event that Newco fails to deliver a Mandatory Exchange Notice within sixty (determined as 60) days of the occurrence 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 Triggering Event set out in the DBS Subscriber Sub A&R LLC Agreement) in respect of such Preferred Membership Interests redeemed plus subsections (ii) or (iv) of the Applicable Premium (as defined definition thereof, Newco shall be deemed to have elected not to effect a Mandatory Exchange in connection with the DBS Subscriber Sub A&R LLC Agreement); relevant Mandatory Exchange Triggering Event and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including its rights with respect to any transferee, such Mandatory Triggering Event shall be made subject to the 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 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 representations and warranties set forth in Section 12.2(i)considered waived. (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense of the Borrower, deliver to the Borrower any customary release documentation, in form reasonably satisfactory to the Borrower.

Mandatory Exchange. (i) Notwithstanding anything All Preferred Shares held by each holder on November 30, 1998 (the "Mandatory Exchange Date") (taking into account conversions through November 29, 1998) shall be automatically exchanged into convertible subordinated debentures in the form attached (the "Debentures") issued to each holder in an amount equal to the contrary set forth Liquidation Preference of the Preferred Shares then held by each holder. Each holder shall have the right to convert in this Agreementaccordance herewith any or all of its Preferred Shares through November 29, on 1998. The Debentures will be accompanied by an opinion of counsel in form and substance substantially identical to the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either:form of opinion attached hereto as Exhibit "B." (Aii) purchase and assume from each Lender and each Preferred Member, as applicable, on In the date to be set forth in event of the Mandatory Exchange Notice (which date shall not be occurrence prior to the Closing Date November 30, 1998, of an Event of Default (as defined below), or an Acceleration Event (as defined in the Equity Purchase Agreement)Section 4(n) (the “Exchange Date”hereof), 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 exchange for notes (such notes, the “Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal to the 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 then the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect Date shall be accelerated 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 the DBS Subscriber Sub A&R LLC Agreement) in respect date 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, Event of Default or Acceleration Event. An Event of Default shall be made subject deemed to have occurred if the 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 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) Corporation shall breach any material term 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 representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the 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. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence condition of the Exchange Date Agreement, this Certificate or the Registration Rights Agreement, and shall have failed to cure such breach within ten (10) days after receipt of notice of such breach in the issuance case of a default involving the payment of money, and within thirty (30) days after receipt of notice of such breach in the case of a non-monetary breach. The date of an occurrence of an Event of Default shall be deemed to have occurred on the next day following the expiration of the Exchange Notes above-stated applicable cure period without a cure having been effected. Upon acceleration, all amounts become due and the payment must be paid in full immediately available funds. The Corporation shall promptly notify each holder as soon as it becomes aware of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all an occurrence of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit an Event of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense of the Borrower, deliver to the Borrower any customary release documentation, in form reasonably satisfactory to the BorrowerDefault or an Acceleration Event.