Common use of Exercise Mechanics Clause in Contracts

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) the Company breaches any covenant set forth in Section 3.1 or Section 3.2 or (b) at any time after becoming eligible for the Designated Exclusion, the Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) shall be deemed to have provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to Section 2.2(a) hereof, the Company breaches Issuer may exercise the Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any covenant set forth Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 or Section 3.2 or hereof, provided, however that (bi) at any time after becoming eligible for the Designated Exclusionprior to September 28, 2005, the Company is not eligible for Issuer may only exercise the Designated Exclusion, and such breach or ineligibility is not cured Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within sixty (60) calendar 24 days of the occurrence date of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date this Agreement and (ii) in the case exercise of the other InvestorsCall Option or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after receipt the date of JPM’s Exercise the Call Notice, unless such breach or ineligibility is cured (and the Company has number of Option Shares to be delivered written notice setting forth on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in reasonable detail how such breach or ineligibility has been cured any 30 day period in respect of exercises of the Call Option and evidence thereofthe October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of an Exercise Notice; provided the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that unless such Investor otherwise informs upon transfer of the Company in writing prior Option Shares to the Put Closing DateIssuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), in the event JPM (Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of its affiliates) provides DMWBV. For the Company with an Exercise Noticeavoidance of doubt, each Investor (other than JPM) DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and its affiliates (if any) shall records of the Issuer, and DMWBV will be deemed to have provided satisfied in full its obligations under this Agreement upon delivery to the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all Issuer of the Series B Preferred Stock held certificate, share transfer form and any other documentation as required by them) of the Series B Preferred Stock of such Investor (or affiliatethis Section 2.3(b). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.4No fractional units shall be issued upon the exercise of this Warrant, if (a) and the Company breaches any covenant shall in lieu thereof make payment to the Holder of cash, by wire transfer of immediately available lawful tender of the United States, in the amount of such fraction multiplied by the fair market value (as defined below) of one Warrant Unit on the date of exercise. Any Warrant Units purchased upon the exercise of this Warrant shall be and are deemed to be issued to the Holder as the record owner of such units as of the close of business on the date on which the exercise conditions set forth in Section 3.1 or Section 3.2 or 1(a), (b) at and (c) have been satisfied. After any time after becoming eligible for the Designated Exclusionrights represented by this Warrant have been so exercised, the Company is not eligible shall promptly (a) deliver to the Holder, at the Company’s expense, certificates for the Designated ExclusionWarrant Units so purchased (if such units are then certificated), together with any other securities or property to which the Holder hereof is entitled upon such exercise, and (b) reflect such breach or ineligibility is not cured within sixty (60) calendar days issuance in its books and records. Each certificate so delivered shall be in such denominations of the occurrence Warrant Units as may be requested by the Holder and shall be registered in the name of such breach or ineligibility (provided that Holder. In the cure period for failure to deliver event of a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within purchase of less than all the time periods required therefor shall be five (5) calendar days) (the end of such cure periodWarrant Units, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise Company shall promptly execute and deliver to the Company and Holder an Acknowledgement in the other Investorsform attached hereto indicating the number of Warrant Units which remain subject to this Warrant, and if and only if JPM exercises any. Notwithstanding anything to the Put Rightcontrary contained herein, each other Investor may in its discretion exercise unless the Put Right by providing written notice of such exercise to Holder otherwise notifies the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) this Warrant shall be deemed to have provided be automatically exercised using the Company with an Exercise Notice with respect Net Issuance method of payment pursuant to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise Section 3 immediately prior to the right time on the Expiration Date at which this Warrant ceases to exercise the Put Right has been cured will be made by JPM in its sole discretionexercisable.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to Section 2.2(a) hereof, the Company breaches Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any covenant set forth Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 or Section 3.2 or hereof, provided, however that (bi) at any time after becoming eligible for the Designated Exclusionprior to September 29, 2005, the Company is not eligible for Issuer may only exercise the Designated Exclusion, and such breach or ineligibility is not cured Call Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within sixty (60) calendar 30 days of the occurrence date of such breach or ineligibility this Agreement and (provided that ii) the cure exercise of either of the Call Options during the period beginning on September 29, 2005 to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for failure to deliver settlement (a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor "Settlement Date") which shall be five (5) calendar days) (three Business Days after the end date of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other InvestorsCall Notice, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 StockOption Shares to be delivered on such Settlement Date; provided however, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 25% of the remaining Option Shares, or in the case of JPMOption Shares delivered pursuant to the final Call Notice, after all remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Put Activation Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date and or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in the case respect of such Option Shares duly completed in favor of the other InvestorsIssuer, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior an incumbency certificate with respect to the execution and delivery of an Exercise Notice; provided the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that unless such Investor otherwise informs upon transfer of the Company in writing prior Option Shares to the Put Closing DateIssuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), in the event JPM (Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of its affiliates) provides DMWBV. For the Company with an Exercise Noticeavoidance of doubt, each Investor (other than JPM) DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and its affiliates (if any) shall records of the Issuer, and DMWBV will be deemed to have provided satisfied in full its obligations under this Agreement upon delivery to the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all Issuer of the Series B Preferred Stock held certificate, share transfer form and any other documentation as required by them) of the Series B Preferred Stock of such Investor (or affiliatethis Section 2.3(b). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases The rights represented by this Warrant may, subject to Section 3.47 below, if be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (a) A complete and duly executed Notice of Exercise, by or for the Company breaches any covenant benefit of the Holder, in the form attached hereto as Exhibit A; and (b) Payment of the Exercise Price either in cash or by check (subject to the limitations in Section 2.3 below), or pursuant to the “cashless exercise” procedures set forth in Section 3.1 4 below. Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the portion of the original Warrant so exercised, and this Warrant shall evidence the right to purchase the remaining number of Warrant Shares, if any. If requested by the Company, the Holder agrees to provide this Warrant, or Section 3.2 or an affidavit of lost security, to the Company within a reasonable period after the delivery of the Notice of Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposits and Withdrawal at Custodian (bDWAC) at any time after becoming eligible for the Designated Exclusion, system if the Company is not eligible for the Designated Exclusiona participant in such system, and such breach or ineligibility is not cured otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within sixty three (603) calendar business days of from the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise delivery to the Company of the Notice of Exercise, surrender of this Warrant and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice payment of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Exercise Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting as set forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) above. This Warrant shall be deemed to have provided been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised by payment to the Company with an of the Exercise Price. If by the close of the third full Trading Day after delivery of a Notice with respect of Exercise, the Company fails to all (or deliver to the Holder a proportionate portion thereof certificate representing the required number of Warrant Shares in the event manner required pursuant to this Section 2, and if after such third Trading Day and prior to the Exercise Notices receipt of JPM and its affiliates are for less than all such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Series B Preferred Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either (a) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock held by themso purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or (b) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Series B Preferred Stock Buy-In Price over the product of (i) such Investor number of Warrant Shares, times (or affiliate). As between JPM and ii) the other Investors, any determination as to whether any breach or ineligibility by closing bid price on the Company date of the event giving rise to the Company’s obligation to deliver such certificate. The person in whose name any Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Hxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Warrant Shares upon exercise of this Warrant as required pursuant to the Put Right has been cured will be made by JPM in its sole discretionterms hereof.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to Section 2.2(a) hereof, the Company breaches Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any covenant set forth Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 or Section 3.2 or hereof, provided, however that (bi) at any time after becoming eligible for the Designated Exclusionprior to September 29, 2005, the Company is not eligible for Issuer may only exercise the Designated Exclusion, and such breach or ineligibility is not cured Call Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within sixty (60) calendar 30 days of the occurrence date of such breach or ineligibility this Agreement and (provided that ii) the cure exercise of either of the Call Options during the period beginning on September 29, 2005 to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for failure to deliver settlement (a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor "Settlement Date") which shall be five (5) calendar days) (three Business Days after the end date of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other InvestorsCall Notice, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 StockOption Shares to be delivered on such Settlement Date; provided however, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with Exhibit (f) EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 25% of the remaining Option Shares, or in the case of JPMOption Shares delivered pursuant to the final Call Notice, after all remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Put Activation Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date and or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in the case respect of such Option Shares duly completed in favor of the other InvestorsIssuer, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior an incumbency certificate with respect to the execution and delivery of an Exercise Notice; provided the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that unless such Investor otherwise informs upon transfer of the Company in writing prior Option Shares to the Put Closing DateIssuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), in the event JPM (Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of its affiliates) provides DMWBV. For the Company with an Exercise Noticeavoidance of doubt, each Investor (other than JPM) DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and its affiliates (if any) shall records of the Issuer, and DMWBV will be deemed to have provided satisfied in full its obligations under this Agreement upon delivery to the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all Issuer of the Series B Preferred Stock held certificate, share transfer form and any other documentation as required by them) of the Series B Preferred Stock of such Investor (or affiliatethis Section 2.3(b). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) the Company breaches any covenant set forth in Section 3.1 or Section 3.2 or (b) at any time after becoming eligible for the Designated Exclusion, the Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach 9 or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) shall be deemed to have provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) the Company breaches any covenant set forth in Section 3.1 or Section 3.2 or (b) at any time after becoming eligible for the Designated Exclusion, the Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock, Series B-3 Stock or Series B-3 B-4 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) shall be deemed to have provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.43.2, if (a) the Company breaches any covenant set forth in Section 3.1 or Section 3.2 Article 3 or (b) at any time after becoming eligible for the Designated Exclusion, the Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate Statement within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Put Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or Series B-3 B-2 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (an “Exercise Notice”), at any time (i) in the case of JPM, after the Put Activation Date and (ii) in the case of the other Investors, after receipt of JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the Company has delivered written notice setting forth in reasonable detail how such breach or ineligibility has been cured and evidence thereof) prior to the delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the Put Closing Date, in the event JPM (or any of its affiliates) provides the Company with an Exercise Notice, each Investor (other than JPM) and its affiliates (if any) shall be deemed to have provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in the event the Exercise Notices of JPM and its affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the right to exercise the Put Right has been cured will be made by JPM in its sole discretion.