Common use of EXCHANGE NOTICE Clause in Contracts

EXCHANGE NOTICE. (a) In accordance with the terms of this Agreement, if a party shall elect to exchange all or any portion of the Senior Loan owed to it pursuant to Section 2.16 of the Loan Agreement during an applicable Exchange Period (as defined herein), the Administrative Agent, acting on behalf of such party, shall deliver a notice (an “Exchange Notice”) specifying the principal amount of such Senior Loan to be exchanged for Convertible Notes to the Company prior to 5:00 PM (New York City time) three (3) Business Days (as defined herein) prior to the date of the proposed Exchange (as defined herein). For purposes of this Section 1.2, an “Exchange Period” shall mean: (i) for an Exchange (as defined herein) where the Company shall issue At-the-Market Notes (as defined below) (the “At-the-Market Exchange”), thirty (30) calendar days beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent; or (ii) for an Exchange where the Company shall issue Below Market Notes (as defined below), the Exchange Period shall begin on the date hereof and continue until the later of (x) ninety (90) days following the date hereof and (y) thirty (30) days after the Stockholder Meeting (as defined herein) (the “Below Market Exchange”).