Common use of Prepayment of the Notes Clause in Contracts

Prepayment of the Notes. In addition to the payment of the entire unpaid principal amount of the Notes at the final maturity thereof, the Company will make required prepayments in respect of the Notes, and under certain circumstances may be required to offer to prepay all Notes, as hereinafter provided. (a) Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company will give written notice thereof to the Holders of all outstanding Notes, which notice shall (a) refer specifically to this Section 8.1, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, and (c) offer to prepay all Notes at the Redemption Price on the date therein specified (the "Change of Control Prepayment Date"), which shall be not less than 10 nor more than 30 days after the date of such notice is given. In the event that the Company shall fail to give any notice required above within five Business Days after being requested to do so by the Holder of any Note, such Holder may give such notice (with a copy thereof to the Company), which notice shall have the same effect as if given by the Company. Each Holder of a Note will notify the Company of such Holder's acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company at least five days prior to the Change of Control Prepayment Date (the "Response Date"), except that the failure by any such Holder to respond in writing to such offer on or before the Response Date shall be deemed to be an acceptance of such offer by such Holder in respect of such Change of Control. The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by the Holders as to which such offer has been so accepted, at the Redemption Price. If any Holder shall reject such offer, such Holder shall be deemed to have waived its rights under this Section 8.1 to require prepayment of all Notes held by such Holder in respect of such Change of Control but not in respect of any subsequent Change of Control. If the Change of Control Prepayment Date does not occur on the last day of an Interest Period, the Company shall also pay each Holder of a Series C Note then being prepaid an amount equal to the LIBOR Funding Loss Amount with respect to such Series C Note, as specified by written notice given by the Holder of such Series C Note at least two Business Days prior to the Change of Control Prepayment Date (or, if such notice is subsequently given by such Holder, within two Business Days after receipt of such notice by the Company). The obligation of the Company to pay such LIBOR Funding Loss Amount with respect to the prepayment of any Series C Note pursuant to this Section 8.1 shall survive the prepayment of such Series C Note and the termination of this Agreement.

Prepayment of the Notes. In addition to the payment of the entire unpaid principal amount of the Notes of each series at the final maturity thereof, the Company will make required prepayments in respect of the Notes, and under certain circumstances may be required to offer to prepay all Notes, Notes as hereinafter provided. (a) Prepayment The Company may, without any other penalty or premium, at its option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Series A Notes (in Connection a minimum amount of $1,000,000 and otherwise in multiples of $100,000) at 103% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment. The Company will give each holder of Series A Notes written notice of each optional prepayment under this Section 2.6 (a) not less than 10 days and not more than 30 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Change Business Day), the aggregate principal amount of Controlthe Series A Notes to be prepaid on such date, the principal amount held by each Noteholder to be prepaid (determined in accordance with Section 2.6(e)) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Promptly and Except as otherwise agreed to by the Holders of the outstanding Series A Notes, each prepayment pursuant to this Section 2.6(a) shall be applied to all outstanding Series A Notes, ratably in any event within five Business Days proportion to the principal amount thereof held by the Holders. (b) The Series B Notes shall not be redeemable at the option of the Company. (c) Within 30 days after the occurrence of a Change of ControlControl or Merger Event, the Company will give written notice thereof to the Holders holders of all outstanding Notes, which notice shall (ai) refer specifically to this Section 8.12.6(c), (bii) describe the Change of Control or Merger Event in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, thereof and (ciii) offer to prepay all Notes at the Redemption Price price specified below on the date therein specified (the "Change of Control Prepayment Date"), which shall be a Business Day not less than 10 45 nor more than 30 60 days after the date of such notice is given. In the event that the Company shall fail to give any notice required above within five Business Days after being requested to do so by the Holder of any Note, such Holder may give such notice (with a copy thereof to the Company), which notice shall have the same effect as if given by the Companynotice. Each Holder holder of a Note will notify the Company of such Holderholder's acceptance or rejection of such offer the opportunity to redeem by giving written notice of such acceptance or rejection to the Company at least five days prior to the Change of Control Prepayment Date (the "Response Date"), except that the failure by any such Holder to respond in writing to such offer on or before the Response Date shall be deemed to be an acceptance of such offer by such Holder in respect of such Change of Control. The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by the Holders as to which such offer has been so accepted, at the Redemption Price. If any Holder shall reject such offer, such Holder shall be deemed to have waived its rights under this Section 8.1 to require prepayment of all Notes held by such Holder in respect of such Change of Control but not in respect of any subsequent Change of Control. If the Change of Control Prepayment Date does not occur on the last day of an Interest Period, the Company shall also pay each Holder of a Series C Note then being prepaid an amount equal to the LIBOR Funding Loss Amount with respect to such Series C Note, as specified by written notice given by the Holder of such Series C Note at least two Business Days prior to the Change of Control Prepayment Date (or, if such notice is subsequently given by such Holder, within two Business Days after receipt of such notice by the Company). The obligation of the Company to pay such LIBOR Funding Loss Amount with respect to the prepayment of any Series C Note pursuant to this Section 8.1 shall survive the prepayment of such Series C Note and the termination of this Agreement.to