Common use of Notice of Optional Prepayments Clause in Contracts

Notice of Optional Prepayments. (a) The Company will give written notice of any prepayment of the Notes pursuant to (S)2.2 to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (1) such date fixed for prepayment, (2) the principal amount of the holder's Notes to be prepaid on such date, (3) the accrued interest applicable to the prepayment, (4) whether a Prepayment Compensation Amount is payable or, if the Company claims that no Prepayment Compensation Amount is then due in respect of such prepayment by virtue of the provisions of (S)2.2(b), a statement to such effect, together with a reasonably detailed computation of the Realizable IRR or Realized IRR, as applicable, by the Company, calculated with respect to the specified prepayment date and (5) if a computation of the Realizable IRR or Realized IRR is included in such notice, a statement that, pursuant to (S)2.3(b), any holder of the Notes disagreeing with such computation must provide written notice of such disagreement to the Company within 15 days of such holder's receipt of the Company's notice. Notice of optional prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the Prepayment Compensation Amount, if any, payable with respect thereto shall become due and payable on the prepayment date specified in said notice, provided that if the Company gives written notice of a prepayment pursuant to (S)2.2 in connection with an anticipated Liquidity Event or refinancing of the Notes, it is understood and agreed that the obligation of the Company to prepay the Notes pursuant to the requirements of this (S)2.3 (a) is subject to the occurrence of the Liquidity Event giving rise to such notice of optional prepayment. In the event that such Liquidity Event does not occur on the date specified for prepayment, the prepayment shall be deferred until and shall be made on the date on which such Liquidity Event occurs. The Company shall keep the holders of the Notes reasonably and timely informed of any such deferral of the date of prepayment and the date on which such Liquidity Event is expected to occur. (b) In the event that any holder of Notes shall disagree with the calculation of the Realizable IRR or Realized IRR set forth by the Company in the notice given pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), such holder, by written notice to the Company given within 15 days after receipt by the holder of the notice given by the Company pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), may demand that the Company obtain a calculation of the Realizable IRR by a Valuation Agent. In the event that any holder makes such a demand, the calculation of the Realizable IRR or Realized IRR by the Valuation Agent shall be conclusive in the absence of manifest error.

Notice of Optional Prepayments. (a) The Company will give written notice of any prepayment of any Series of the Notes pursuant to (S)2.2 §2.2 to each holder thereof of such Series of not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (1a) such date fixed for prepaymentdate, (2b) the principal amount of the holder's ’s Notes of such Series to be prepaid on such date, (3c) that the Make-Whole Amount may be payable, (d) the date when such Make-Whole Amount will be calculated, and (e) the accrued interest applicable to the prepayment, (4) whether a Prepayment Compensation Amount is payable or. Such notice of prepayment shall also certify all facts, if the Company claims that no Prepayment Compensation Amount is then due in respect of any, which are conditions precedent to any such prepayment by virtue of the provisions of (S)2.2(b), a statement to such effect, together with a reasonably detailed computation of the Realizable IRR or Realized IRR, as applicable, by the Company, calculated with respect to the specified prepayment date and (5) if a computation of the Realizable IRR or Realized IRR is included in such notice, a statement that, pursuant to (S)2.3(b), any holder of the Notes disagreeing with such computation must provide written notice of such disagreement to the Company within 15 days of such holder's receipt of the Company's noticeprepayment. Notice of optional prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the Prepayment Compensation Make-Whole Amount, if any, payable with respect thereto to such principal amount shall become due and payable on the prepayment date specified in said notice. Two Business Days prior to the prepayment date specified in such notice, provided that if the Company gives shall provide each holder of a Note of the Series to be prepaid written notice of a prepayment pursuant to (S)2.2 the Make-Whole Amount, if any, payable in connection with an anticipated Liquidity Event such prepayment and, whether or refinancing of the Notesnot any Make-Whole Amount is payable, it is understood and agreed that the obligation of a reasonably detailed computation thereof. Unless the Company is notified by Prudential that Bloomberg Financial Markets is no longer Prudential Capital Group’s customary source of information for calculating yield-maintenance amounts on privately placed notes (which notice shall specify the substitute source of information to prepay the Notes pursuant to the requirements of this (S)2.3 (a) is subject to the occurrence of the Liquidity Event giving rise to be used for such notice of optional prepayment. In the event that such Liquidity Event does not occur on the date specified for prepaymentcalculations), the prepayment shall be deferred until and shall be made on the date on which such Liquidity Event occurs. The Company shall keep the holders of the Notes reasonably and timely informed of any such deferral of the date of prepayment and the date on which such Liquidity Event is expected to occur. (b) In the event that any holder of Notes shall disagree with the base its calculation of the Realizable IRR or Realized IRR set forth by the Company Make-Whole Amount upon Bloomberg Financial Markets as provided in the notice given pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), such holder, by written notice to the Company given within 15 days after receipt by the holder definition of the notice given by the Company pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), may demand that the Company obtain a calculation “Make-Whole Amount” stated in Section 8.1 of the Realizable IRR by a Valuation Agent. In the event that any holder makes such a demand, the calculation of the Realizable IRR or Realized IRR by the Valuation Agent shall be conclusive in the absence of manifest errorthis Agreement.

Notice of Optional Prepayments. (a) The Company will give written notice of any prepayment of the Notes pursuant to (S)2.2 SECTION 5.2 to each holder Holder thereof not less than 30 10 days nor more than 60 30 days before the date fixed for such optional prepayment specifying (1i) such date fixed for prepayment(which shall be a Business Day), (2ii) the outstanding principal amount of the holderHolder's Notes to be prepaid on such date, (3iii) that a premium may be payable, (iv) the date when such premium will be calculated, (v) the estimated premium, and (vi) the accrued interest applicable to the prepayment, (4) whether a Prepayment Compensation Amount is payable or. Such notice of prepayment shall also certify all facts, if the Company claims that no Prepayment Compensation Amount is then due in respect of any, which are conditions precedent to any such prepayment by virtue of the provisions of (S)2.2(b), a statement to such effect, together with a reasonably detailed computation of the Realizable IRR or Realized IRR, as applicable, by the Company, calculated with respect to the specified prepayment date and (5) if a computation of the Realizable IRR or Realized IRR is included in such notice, a statement that, pursuant to (S)2.3(b), any holder of the Notes disagreeing with such computation must provide written notice of such disagreement to the Company within 15 days of such holder's receipt of the Company's noticeprepayment. Notice of optional prepayment having been so given, the aggregate principal amount of the Notes to be prepaid specified in such notice, together with accrued interest thereon and the Prepayment Compensation Amountpremium, if any, payable with respect thereto shall become due and payable on the prepayment date specified in said notice. Not later than two Business Days prior to the prepayment date specified in such notice, provided that if the Company gives shall provide written notice by facsimile communication followed by delivery on the next succeeding Business Day by overnight air courier to each Holder of a prepayment pursuant Notes to (S)2.2 be prepaid of the amount of premium, if any, payable in connection with an anticipated Liquidity Event such prepayment and, whether or refinancing not any premium is payable, a reasonably detailed computation of the Notes, it is understood and agreed that the obligation of the Company to prepay the Notes pursuant to the requirements of this (S)2.3 (a) is subject to the occurrence of the Liquidity Event giving rise to such notice of optional prepaymentMake-Whole Amount. In the event that such Liquidity Event does not occur on the date specified for prepaymentCompany shall incorrectly compute the Make-Whole Amount payable in connection with any Note to be prepaid pursuant to SECTION 5.2, or declared to be immediately due and payable pursuant to SECTION 6.3, the prepayment Holder shall not be bound by such incorrect computation, but instead shall be deferred until and shall be made on entitled to receive an amount equal to the date on which such Liquidity Event occurs. The Company shall keep the holders of the Notes reasonably and timely informed of any such deferral of the date of prepayment and the date on which such Liquidity Event is expected to occur. (b) In the event that any holder of Notes shall disagree correct Make-Whole Amount, if any, computed in compliance with the calculation terms of the Realizable IRR or Realized IRR set forth by the Company in the notice given pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), such holder, by written notice to the Company given within 15 days after receipt by the holder of the notice given by the Company pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), may demand that the Company obtain a calculation of the Realizable IRR by a Valuation Agent. In the event that any holder makes such a demand, the calculation of the Realizable IRR or Realized IRR by the Valuation Agent shall be conclusive in the absence of manifest errorthis Agreement.