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Note Exchange Agreement
1. Parties: Identification of parties exchanging notes
2. Background: Context of the exchange and existing notes being exchanged
3. Definitions: Key terms used throughout the agreement
4. Exchange Terms: Specific terms of the note exchange including values and rates
5. Closing Conditions: Conditions precedent to the exchange
6. Representations and Warranties: Statements of fact and assurances from both parties
1. Security Provisions: Details of collateral and security arrangements for secured notes
2. Registration Rights: Rights and procedures for registering securities with SEC if publicly tradeable
3. Tax Provisions: Special tax considerations, allocations and requirements for the exchange
1. Schedule of Existing Notes: Details of notes being exchanged including principal amounts and terms
2. Schedule of New Notes: Details of notes being issued in exchange
3. Form of New Note: Template of the new note certificate
4. Calculation Schedule: Details of exchange calculations and valuations
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