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 not later than 10 days prior to the Transfer Prepayment Date. Failure to accept such offer in writing not later than 10 days prior to the Transfer Prepayment Date shall be deemed to be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered 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 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.

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 not later than 10 days 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 Date. Failure Transfer; provided, that failure to accept such offer in writing not later than 10 days prior to by the Transfer Prepayment Response Date shall be deemed to be constitute a rejection of the Prepayment Offer. If so accepted by any holder of a Note, such Prepayment Offer 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 Amount net proceeds 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. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be Such offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) 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 Transfer Prepayment DateDate determined as of the date of such prepayment.

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 not later than 10 days prior to the Transfer Proposed Prepayment Date. Failure Date (it being understood that the failure by a holder to accept respond to such written offer in writing not later than 10 days of prepayment prior to the Transfer Proposed Prepayment Date shall be deemed to be 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 Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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 prepayment shall be due and payable on the Transfer Proposed Prepayment Date. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be Such offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) prepayment shall be made at 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 Transfer Proposed Prepayment 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 Notes, then the Company will, within two (2) Business Days after the receipt of such acceptance, 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 not later than 10 days prior to the Transfer Prepayment Date. Failure to accept such offer in writing not later than 10 days prior to the Transfer Prepayment Date shall be deemed to be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b8.2(c) shall be made at 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.

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 not later than 10 days prior to the Transfer Proposed Prepayment Date. Failure Date (it being understood that the failure by a holder to accept respond to such written offer in writing not later than 10 days of prepayment prior to the Transfer Proposed Prepayment Date shall be deemed to be 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 Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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 prepayment shall be due and payable on the Transfer Proposed Prepayment Date. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be Such offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) prepayment shall be made at 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 Transfer Proposed Prepayment 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 Notes, then the Company will, within two (2) Business Days after the receipt of such acceptance, give written notice of such acceptance to each other holder of the Notes.

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 7.2(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 not later than 10 days prior to the Transfer Proposed Prepayment Date. Failure Date (it being understood that the failure by a holder to accept respond to such written offer in writing not later than 10 days of prepayment prior to the Transfer Proposed Prepayment Date shall be deemed to be 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 Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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 prepayment shall be due and payable on the Transfer Proposed Prepayment Date. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be Such offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) prepayment shall be made at 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 Transfer Proposed Prepayment Date. If the Company shall at any time receive an acceptance of an offer to prepay Notes pursuant to this Section 7.2(b)(ii) from some, but not all of, the holders of the Notes, then the Company will, within two Business Days after the receipt of such acceptance, 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 not later than 10 days prior to the Transfer Prepayment Date. Failure to accept such offer in writing not later than 10 days prior to the Transfer Prepayment Date shall be deemed to be rejection of the Prepayment Offer. If so accepted by any holder of a Note, such Prepayment Offer equal to not less than such holder’s Ratable Portion of the 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. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b8.2(c) shall be made at 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.

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 not later than 10 days Issuer 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 Date. Failure Transfer; provided, that failure to accept such offer in writing not later than 10 days prior to by the Transfer Prepayment Response Date shall be deemed to be constitute a rejection of the Prepayment Offer. If so accepted by any holder of a NoteHolder, such Prepayment Offer 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 Amount net proceeds 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. If any holder of Notes fails to accept such Prepayment Offer, such holder’s Ratable Portion of the Net Proceeds Amount shall be Such offered pro rata to each holder of Notes that has accepted such Prepayment Offer. A Prepayment Offer pursuant to this Section 8.2(b) 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 Transfer Prepayment DateDate determined as of the date of such prepayment.