Common use of Acceptance and Payment Clause in Contracts

Acceptance and Payment. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company at least five (5) Business Days prior to the Prepayment Date (a “Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure to accept such offer in writing by the Prepayment Response Date shall be deemed to constitute a rejection of the Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer) shall be due and payable on the Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Prepayment Date determined as of the date of such prepayment.

Acceptance and Payment. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company at least five (5) Business Days not later than 10 days prior to the Transfer Prepayment Date (a “Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure Failure to accept such offer in writing by not later than 10 days prior to the Transfer Prepayment Response Date shall be deemed to constitute a be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (Prepayment Offer equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds Net Proceeds Amount in respect of such Debt Prepayment Transfer) , together with any additional amount offered to and accepted by such holder pursuant to the following sentence shall be due and payable on the Transfer Prepayment Date. Such If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered prepayment pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) shall be made at one hundred percent (100%) % of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date determined as of the date of such prepaymentDate.

Acceptance and Payment. To accept such Prepayment Offer, a A holder of Notes shall cause may accept the offer to prepay made pursuant to Section 8.2(b)(i) by causing a notice of acceptance of such offered prepayment (specifying in such notice the amount of Notes with respect to which such acceptance applies) to be delivered to the Company at least five (5) Business Days prior to the Proposed Prepayment Date (it being understood that the failure by a “holder to respond to such written offer of prepayment prior to the Proposed Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure to accept such offer in writing by the Prepayment Response Date shall be deemed to constitute a rejection of the Prepayment Offersuch offer with respect to all Notes held by such holder). If so accepted by any holder of a Noteaccepted, such offered prepayment (equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer) shall be due and payable on the Proposed Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) % of the principal amount of such Notes being so prepaid, together with plus interest on all such principal amount then being prepaid Notes accrued to the Proposed Prepayment Date determined as Date. If the Company shall at any time receive an acceptance of an offer to prepay Notes pursuant to this Section 8.2(b)(ii) from some, but not all of, the holders of the date Notes, then the Company will, within two (2) Business Days after the receipt of such prepaymentacceptance, give written notice of such acceptance to each other holder of the Notes.

Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company at least five not later than twenty (520) Business Days prior to days after the Prepayment Date (a “Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect date of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portionwritten notice from the Company, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure to accept such offer in writing by within twenty (20) days after the Prepayment Response Date date of such written notice shall be deemed to constitute a rejection of the Disposition Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Disposition Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) % of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date determined as of the date of such prepayment, but without payment of the Make-Whole Amount or any premium. The prepayment shall be made on the Disposition Prepayment Date. For the avoidance of doubt, a holder of Notes may accept a prepayment offer contemplated by this Section 8.8 with respect to one Series (or tranche) of Notes and reject such prepayment offer with respect to another Series (or tranche) of Notes.

Acceptance and Payment. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company at least five (5) Business Days not later than 10 days prior to the Transfer Prepayment Date (a “Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure Failure to accept such offer in writing by not later than 10 days prior to the Transfer Prepayment Response Date shall be deemed to constitute a be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (Prepayment Offer equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds Net Proceeds Amount in respect of such Debt Prepayment Transfer) , together with any additional amount offered to and accepted by such holder pursuant to the following sentence shall be due and payable on the Transfer Prepayment Date. Such If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered prepayment pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(c) shall be made at one hundred percent (100%) % of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date determined as of the date of such prepaymentDate.

Acceptance and Payment. To accept such Prepayment Offer, a A holder of Notes shall cause may accept the offer to prepay made pursuant to Section 8.2(a) by causing a notice of acceptance of such offered prepayment (specifying in such notice the amount of Notes with respect to which such acceptance applies) to be delivered to the Company at least five (5) Business Days prior to the Proposed Prepayment Date (it being understood that the failure by a “holder to respond to such written offer of prepayment prior to the Proposed Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure to accept such offer in writing by the Prepayment Response Date shall be deemed to constitute a rejection of the Prepayment Offersuch offer with respect to all Notes held by such holder). If so accepted by any holder of a Noteaccepted, such offered prepayment (equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer) shall be due and payable on the Proposed Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) % of the principal amount of such Notes being so prepaid, together with plus interest on all such principal amount then being prepaid Notes accrued to the Proposed Prepayment Date determined as Date. If the Company shall at any time receive an acceptance of an offer to prepay Notes pursuant to this Section 8.2(b) from some, but not all of, the holders of the date Notes, then the Company will, within two (2) Business Days after the receipt of such prepaymentacceptance, give written notice of such acceptance to each other holder of the Notes.

Acceptance and Payment. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company at least five (5) Business Days not later than 10 days prior to the Transfer Prepayment Date (a “Prepayment Response Date”). Such holder may accept either (a) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (b) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure Failure to accept such offer in writing by not later than 10 days prior to the Transfer Prepayment Response Date shall be deemed to constitute a be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (Prepayment Offer equal to not less than such holder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds Net Proceeds Amount in respect of such Debt Prepayment Transfer) , together with any additional amount offered to and accepted by such holder pursuant to the following sentence shall be due and payable on the Transfer Prepayment Date. Such If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered prepayment pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(c) shall be made at one hundred percent (100%) % of the 12660262v2 principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date determined as of the date of such prepaymentDate.

Acceptance and Payment. To accept such Prepayment Offer, a holder Holder of Notes shall cause a notice of such acceptance to be delivered to the Company Issuer at least five (5) Business Days prior to the Prepayment Date (a “Prepayment Response Date”). Such holder Holder may accept either (aA) its Ratable Portion of the net proceeds in respect of such Prepayment Transfer or (bB) both its Ratable Portion and its Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer; provided, that failure to accept such offer in writing by the Prepayment Response Date shall be deemed to constitute a rejection of the Prepayment Offer. If so accepted by any holder of a NoteHolder, such offered prepayment (equal to not less than such holderHolder’s Ratable Portion and, if applicable, Second Round Ratable Portion, in each case, of the net proceeds in respect of such Prepayment Transfer) shall be due and payable on the Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Prepayment Date determined as of the date of such prepayment.