Optional Prepayments with Premium Clause Samples

Optional Prepayments with Premium. (a) The Company shall not have the right to prepay the Notes prior to July 31, 2018. On any date on or after July 31, 2018, through and including October 31, 2018, the Company may, at its option, upon notice as provided in clause (c) below, prepay at any time all of the Notes at 100% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of payment. (b) The Company shall not have the right to prepay the Notes on any date after October 31, 2018 and until September 30, 2020. On any date on or after September 30, 2020, the Company may, at its option, upon notice as provided in clause (c) below, prepay at any time all of the Notes at 105% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of payment. Any repayment, prepayment or redemption of the Notes made on or after September 30, 2020, in each case whether or not as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder of a Note, shall be at 105% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of repayment, prepayment or redemption. (c) The Company will give the holder of a Note written notice of each optional prepayment under this Section 8.1 not less than 30 days prior to the date fixed for such prepayment under Section 8.1(a) or Section 8.1(b). Each such notice shall specify such date and the aggregate principal amount of the Notes outstanding and to be prepaid on such date, and the interest (and premium, if applicable) to be paid on the prepayment date with respect to such principal (and premium, if applicable) amount being prepaid. Prepayment notice provided by the Company does not accelerate the Company’s obligation to pay any portion of the Notes and any such prepayment notice may be conditioned upon the completion of any financing for such prepayment. From and after the date fixed for such prepayment, unless the Company shall fail to pay such principal amount when so due and payable, interest on such principal amount shall cease to accrue.

Optional Prepayments with Premium. (a) The Company shall not have the right to prepay the Notes prior to September 30, 2021. On the last day of any calendar quarter ending on or after September 30, 2021, the Company may, at its option, upon notice as provided in clause (b) below, prepay all or a portion of the Notes, including principal and accrued but unpaid interest accrued to but excluding the date of payment, subject to the Company’s payment of the applicable call premium set forth in the table below: Quarter ending Call Premium September 30, 2021 $1,100,000 December 31, 2021 $1,150,000 March 31, 2022 $1,200,000 June 30, 2022 $1,250,000 September 30, 2022 $1,300,000 December 31, 2022 $1,412,500 March 31, 2023 $1,525,000 June 30, 2023 $1,637,500 September 30, 2023 $1,750,000 December 31, 2023 $3,050,000 An amount equal to the From each calendar product of (x) the prior quarter ending after quarter’s call premium and December 31, 2023 (y) 1.125^(0.25) [1.03] provided that if the Company elects to prepay an amount that is less than the entire outstanding balance of the Notes pursuant to this Section 8.1(a), the applicable call premium shall be proportionally reduced based on the amount of the Notes so prepaid. Any repayment, prepayment or redemption of the Notes made on or after September 30, 2021, in each case whether or not as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder of a Note, shall be at 100% of the principal amount outstanding, plus accrued but unpaid interest to but excluding the date of repayment, prepayment or redemption, subject to the Company’s payment of the applicable call premium set forth in the table above. (b) The Company will give the holder of a Note written notice of each optional prepayment under this Section 8.1 not less than 30 days prior to the date fixed for such prepayment under Section 8.1(a). Each such notice shall specify such date and the aggregate principal amount of the Notes outstanding and to be prepaid on such date, and the interest (and premium) to be paid on the prepayment date with respect to such principal (and premium) amount being prepaid. Prepayment notice provided by the Company does not accelerate the Company’s obligation to pay any portion of the Notes and any such 14

Optional Prepayments with Premium. (a) Upon the terms and subject to the conditions hereinafter set forth and in the Notes, the Company, at its option, upon notice as provided in 6.2(c) hereof, may prepay the outstanding principal amount of the Notes on any Note Payment Date occurring on or after March 15, 2001, either in whole or from time to time in any part (but, if in part, then in partial payments of not less than $100,000), at a prepayment price equal to the sum of (i) the aggregate principal amount of the Notes so to be prepaid, together with interest accrued on such principal amount to the date fixed for prepayment, and (ii) the Note Make-Whole Amount for such principal amount (as defined below) (the "Optional Note Prepayment Price").

Optional Prepayments with Premium. The Company may, at its option, upon notice as provided in section 9.4, prepay at any time all, or from time to time any part (in an amount of at least $500,000 in the aggregate or an integral multiple of $1,000 in excess thereof, or such lesser amount as may then be outstanding) of, the Notes at the principal amount so prepaid, plus the premium determined in accordance with 9.3.

Optional Prepayments with Premium. The Company may, at its option, upon notice as provided in section 9.4, prepay at any time all, or from time to time any part (in an amount of at least $1,000,000 in the aggregate or an integral multiple of $1,000 in excess thereof) of, the Notes at the principal amount so prepaid, plus the premium determined in accordance with 9.3.

Optional Prepayments with Premium. (a) Upon the terms and subject to the conditions hereinafter set forth and in the Notes, the Company, at its option, upon notice as provided in 5.2(c) hereof, may prepay the outstanding principal amount of the Notes on any Note Payment Date occurring on or after March 15, 2001, either in whole or from time to time in any part (but, if in part, then in partial payments of not less than $100,000), at a prepayment price equal to the sum of (i) the aggregate principal amount of the Notes so to be prepaid, together with interest accrued on such principal amount to the date fixed for prepayment, and (ii) the Note Make-Whole Amount for such principal amount (as defined below) (the Optional Note Prepayment Price). (b) The Note Make-Whole Amount for any principal amount shall equal the net present value (if positive) of the payment stream equal to the difference between (i) each payment of principal and interest the Purchaser would have received on account of such principal amount at the interest rate set forth in the Notes and (ii) each corresponding payment of principal and interest the Purchaser would have received on account of such principal amount at a rate equal to the rate then being paid on United States Treasury Notes with maturities equal to the Weighted Average Life to Maturity of the remaining aggregate principal amount of Notes at the time of prepayment (the Note Treasury Rate), discounted at the Note Treasury Rate; provided, however, that in no event shall the Note Make-Whole Amount be less than zero. (d) The aggregate principal amount of any partial prepayment of Notes pursuant to this Section 6 shall be allocated among the holders of the Notes to be prepaid in proportion, as nearly as practicable, to the respective unpaid principal amounts of Notes then held thereby, with adjustments, to the extent practicable, to compensate for any prior prepayments not made in exactly such proportion.

Optional Prepayments with Premium. (a) The Company shall not have the right to prepay the Notes prior to July 31, 2018. On any date on or after July 31, 2018, through and including October 31, 2018, the Company may, at its option, upon notice as provided in clause (c) below, prepay at any time all of the Notes at 100% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of payment. (b) The Company shall not have the right to prepay the Notes on any date after October 31, 2018 and until September 30, 2020. On any date on or after September 30, 2020, the Company may, at its option, upon notice as provided in clause (c) below, prepay at any time all of the Notes at 105% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of payment. Any repayment, prepayment or redemption of the Notes made on or after September 30, 2020, in each case whether or not as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder of a Note, shall be at 105% of the principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of repayment, prepayment or redemption.

Optional Prepayments with Premium. Upon compliance with Section 2.2 and subject to the following limitations the Company shall have the privilege, on any Interest Payment Date, of prepaying the outstanding Notes, either in whole or in part (but if in part then in units of $100,000 or an integral multiple of $10,000 in excess thereof) by payment of the principal amount of the Notes, or portion thereof to be prepaid, and accrued interest thereon to the date of such prepayment, together with a premium equal to the Make Whole Premium calculated as of the date of such payment.

Optional Prepayments with Premium. 22 9.2. Optional Prepayment upon Public Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 9.3. Contingent Prepayment Upon Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 9.4. Contingent Prepayment Upon Sale of Certain Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 9.5. Notice of Optional Prepayments; Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 9.6.