Common use of Optional Redemption Mandatory Redemption Clause in Contracts

Optional Redemption Mandatory Redemption. (a) The Company may at any time redeem all of the Notes, or any portion of the Notes (in a minimum of $5,000,000 and integral multiples of $1,000,000), upon not less than 30 nor more than 60 days' prior written notice, at a redemption price equal to the sum of (i) the principal amount of the Notes to be redeemed plus (ii) accrued and unpaid interest with respect to the principal amount of the Notes to be redeemed as of the applicable redemption date, plus (iii) the Applicable Premium. (b) On (x) the second anniversary of the Closing Date, in the case of any Net Proceeds of Asset Sales on deposit in the Asset Sale Proceeds Account or (y) within three Business Days of the relevant Asset Sale, in the case of any Net Proceeds of an Asset Sale consummated on or after the second anniversary of the Closing Date, the Company shall make a redemption of Notes in an amount equal to such Net Proceeds, at a redemption price equal to the sum of (i) the principal amount of the Notes to be redeemed plus (ii) accrued and unpaid interest with respect to the principal amount of the Notes to be redeemed as of the applicable redemption date, plus (iii) the Applicable Premium; provided that the Company shall not be required to redeem Notes hereunder until the aggregate principal amount of Notes to be redeemed shall exceed $2,500,000. (c) As used herein, "APPLICABLE PREMIUM" means (w) if any redemption pursuant to clause (a) occurs prior to the second anniversary of the Closing Date, an amount equal to five percent (5%) of the principal amount of the Notes to be redeemed plus the Make-Whole Amount, (x) if any redemption pursuant to clause (a) or (b) occurs on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, an amount equal to five percent (5%) of the principal amount of the Notes to be redeemed, (y) if such redemption pursuant to clause (a) or (b) occurs on or after the third anniversary of the Closing Date but prior to the date that is forty-five (45) days prior to the Maturity Date, an amount equal to two percent (2%) of the principal amount of the Notes to be redeemed, and (z) if such redemption occurs thereafter, zero.