Common use of Optional Prepayment/Redemption Clause in Contracts

Optional Prepayment/Redemption. (a) Upon notice given to the Holder as provided in Section 4(b), the Borrowers, at their option, may prepay all or any portion of the principal amount of this Note at any time after October 31, 2007, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, each prepayment of less than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of $1,000,000 or a whole multiple thereof, and provided, further, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,000. If such prepayment is to be made by the Borrowers to the Holder during any of the periods set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------------------------- November 1, 2007 to October 31, 2008 106% November 1, 2008 to October 31, 2009 104% November 1, 2009 to October 31, 2010 102% November 1, 2010 and thereafter 100% (b) The Borrowers shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof. Upon notice of prepayment pursuant to this Section 4 being given by the Borrowers, the Borrowers, jointly and severally, covenant and agree that they will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note or the portion thereof so called for prepayment, together with interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interest, and thereafter to principal.

Optional Prepayment/Redemption. (a) Upon Subject to the subordination provisions of Section 7 hereof, upon notice given to the Holder as provided in Section 4(b), the BorrowersBorrower, at their its option, may prepay all or any portion of the principal amount of this Note at any time after October 31, 2007time, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; providedPROVIDED, howeverHOWEVER, each prepayment of less than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of or $1,000,000 500,000 or a whole multiple thereof; and PROVIDED, and provided, furtherFURTHER, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,000. If such prepayment is to be made by the Borrowers Borrower to the Holder during any the consecutive 12-month period immediately preceding August 1, of the periods calendar year set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------------------------- November 1; PROVIDED, 2007 HOWEVER, that in no event shall such percentage for any twelve month period payable to October 31the Holder of this Note exceed the maximum permitted by any regulation applicable to such Holder, 2008 106% November 1which limitation, 2008 if any, shall not be applicable to October 31, 2009 104% November 1, 2009 to October 31, 2010 102% November 1, 2010 and thereafter 100%any other Note or holder thereof. (b) The Borrowers Borrower shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof11.2 of the Purchase Agreement. Upon notice of prepayment pursuant to this Section 4 being given by the BorrowersBorrower, the Borrowers, jointly Borrower covenants and severally, covenant and agree agrees that they it will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note thereof or the portion thereof so called for prepayment, prepayment together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and together with the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest Interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interestInterest, and thereafter to principal. (d) PARI PASSU PAYMENT. All payments made under this Section 4 shall be made pari passu with respect to all of the Notes.

Optional Prepayment/Redemption. (a) Upon Subject to the Subordination provisions of Section 7 hereof, upon notice given to the Holder as provided in Section 4(b), the BorrowersBorrower, at their its option, may prepay all or any portion of the principal amount of this Note at any time after October 31August 29, 20072001, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, each prepayment of less than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of $5,000,000 or integral multiples of $1,000,000 or a whole multiple in excess thereof, and provided, further, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,0004,000,000. If such prepayment is to be made by the Borrowers Borrower to the Holder during any the consecutive 12-month period immediately preceding August 29, of the periods calendar year set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------ ------------------------- November 1, 2007 to October 31, 2008 1062002 109% November 1, 2008 to October 31, 2009 104% November 1, 2009 to October 31, 2010 102% November 1, 2010 and thereafter 1002003 105% (b) The Borrowers shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof. Upon notice of prepayment pursuant to this Section 4 being given by the Borrowers, the Borrowers, jointly and severally, covenant and agree that they will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note or the portion thereof so called for prepayment, together with interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interest, and thereafter to principal.

Optional Prepayment/Redemption. (a) Upon Subject to the Subordination provisions of Section 7 hereof, upon notice given to the Holder as provided in Section 4(b), the BorrowersBorrower, at their its option, may prepay all or any portion of the principal amount of this Note at any time after October 31August 29, 20072001, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, each prepayment of less than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of $5,000,000 or integral multiples of $1,000,000 or a whole multiple in excess thereof, and provided, further, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,0004,000,000. If such prepayment is to be made by the Borrowers Borrower to the Holder during any the consecutive 12-month period immediately preceding August 29, of the periods calendar year set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------------------------- November 1, 2007 to October 31, 2008 106PERIOD OPTIONAL REDEMPTION PRICE 2002 109% November 1, 2008 to October 31, 2009 1042003 105% November 1, 2009 to October 31, 2010 1022004 103% November 1, 2010 and thereafter 1002005 101% (b) The Borrowers Borrower shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 5 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof11.2 of the Purchase Agreement. Upon notice of prepayment pursuant to this Section 4 being given by the BorrowersBorrower, the Borrowers, jointly Borrower covenants and severally, covenant and agree agrees that they it will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note or the portion thereof so called for prepayment, together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest Interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interestBasic Interest, then to payment of the PIK Interest, and thereafter to principal. (d) If for any reason one or more PIK Notes shall not be delivered in accordance with Section 2(b) of this Note, the principal amount of this Note for purposes of calculating the Optional Redemption Price shall be deemed to be the principal of this Note plus the principal of all PIK Notes not so delivered, provided, however, that the Optional Redemption Price payable with respect to this Note and all PIK Notes actually delivered pursuant hereto in the aggregate shall not exceed the Optional Redemption Price which would have been payable if all PIK Notes required to be delivered in accordance with Section 2(b) of this Note had actually been delivered.

Optional Prepayment/Redemption. (a) Upon notice given to the Holder as provided in Section 4(b), the BorrowersBorrower, at their its option, may prepay all or any portion of the principal amount of this Note at any time after October 31, 2007time, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICESOptional Redemption Prices") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest Interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, each prepayment of less -------- ------- than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of not less than $1,000,000 2,500,000 or a whole multiple integral multiples of $500,000 in excess thereof, and provided, further, that -------- ------- unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,0007,500,000. If such prepayment is to be made by the Borrowers Borrower to the Holder during any the consecutive 12-month period immediately preceding March 30, of the periods calendar year set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------ ------------------------- November 1, 2007 to October 31, 2008 2002 108% 2003 107% 2004 106% November 1, 2008 to October 31, 2009 104% November 1, 2009 to October 31, 2010 102% November 1, 2010 2005 and thereafter 100105% (b) The Borrowers Borrower shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof. Upon notice of prepayment pursuant to this Section 4 being given by the Borrowers, the Borrowers, jointly and severally, covenant and agree that they will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note or the portion thereof so called for prepayment, together with interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interest, and thereafter to principal.11.2

Optional Prepayment/Redemption. (a) Upon notice given to the Holder as provided in Section 4(b), the Borrowers, at their option, may prepay all or any portion of the principal amount of this Note at any time after October 31, 2007, by paying to the Holder an amount equal to the redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, each prepayment of less than the full outstanding balance of the principal amount of this Note shall be in an aggregate principal amount of this Note of $1,000,000 or a whole multiple thereof, and provided, further, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $5,000,000. If such prepayment is to be made by the Borrowers to the Holder during any of the periods set forth below, the Optional Redemption Price shall be determined based upon the percentage of the outstanding principal amount of this Note and which corresponds to the period in question: Period Optional Redemption Price ----------------------------------- ------------------------------------ ------------------------- November 1, 2007 to October 31, 2008 106% November 1, 2008 to October 31, 2009 104% November 1, 2009 to October 31, 2010 102% November 1, 2010 and thereafter 100% (b) The Borrowers shall give written notice of prepayment of this Note, or any portion thereof, pursuant to this Section 4 not less than 15 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 4 shall be given in the manner specified in Section 15 hereof. Upon notice of prepayment pursuant to this Section 4 being given by the Borrowers, the Borrowers, jointly and severally, covenant and agree that they will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the applicable Optional Redemption Price set forth above with respect to the outstanding principal amount of this Note or the portion thereof so called for prepayment, together with interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest on the principal amount of this Note so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if any, then to payment of the basic interest, and thereafter to principal.