Common use of Optional Prepayments with Premium Clause in Contracts

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 Upon the right terms and subject to prepay ---------------------------------- the Notes prior to July 31, 2018. On any date on or after July 31, 2018, through and including October 31, 2018conditions hereinafter set forth, the Company mayCompany, at its option, upon notice as provided in clause (css.ss.7.2(b) belowand 7.4 hereof, 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 may prepay the Notes on beginning one year after the Closing Date either in whole or from time to time in any date after October 31part (but if in part, 2018 and until September 30, 2020. On any date on then in units of $5,000,000 or after September 30, 2020, the Company mayintegral multiples of $100,000 in excess thereof), 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 a prepayment price equal 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 so to be prepaid, plus interest accrued on the amount to be prepaid to the date fixed for prepayment, plus a premium equal to the Make-Whole Amount. (b) Notice of any prepayment of Notes pursuant to this ss.7.2 shall be given to each holder of the Notes not less than thirty (30) nor more than sixty (60) days before the date fixed for prepayment (the "Optional Prepayment Date") ------------------------- and shall be accompanied by an Officer's Certificate of the Company certifying as to: (i) the Optional Prepayment Date; (ii) the aggregate principal amount of the Notes to be prepaid on such date, and Optional Prepayment Date; (iii) the interest (and premium, if applicable) to be paid on the prepayment date with respect to such aggregate 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 the principal amount of each such Note held by such holder to be prepaid; (iv) the aggregate amount of accrued interest applicable to such prepayment; and (v) the aggregate amount of the premium (if any) that the Company would be required to pay if such prepayment notice may be conditioned upon the completion of any financing for such prepayment. From and after were made on the date fixed for notice is being given under this ss.7.2, together with the detailed calculations used in determining the amount of such prepaymentpremium (which calculations shall be provided whether or not a premium is calculated to be due and payable). In addition, unless the Company shall fail subsequently provide notice of the final determination of any Make-Whole Amount as required by ss.7.3 hereof. Any notice of prepayment pursuant to pay such this ss.7.2 having been so given, the aggregate principal amount when so of Notes specified in such notice, together with the premium, if any, and accrued interest thereon, shall become due and payable, interest payable on such principal amount shall cease to accrueOptional Prepayment Date.

Optional Prepayments with Premium. (a) The Company shall not have Upon the right terms and subject to prepay the Notes prior to July 31, 2018. On any date on or after July 31, 2018, through conditions hereinafter set forth and including October 31, 2018in the Mortgage Notes, the Company mayCompany, at its option, upon notice as provided in clause (cSection 5.2(c) belowhereof, may prepay at any time all the outstanding principal amount of the Mortgage Notes on any Mortgage Note Payment Date occurring on or after April 1, 1998, 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 100% a prepayment price equal to the sum of (i) the aggregate principal amount of the Mortgage Notes so to be prepaid, together with interest accrued on such principal amount outstanding, plus the accrued but unpaid interest accrued to but excluding the date of paymentfixed for prepayment, and (ii) the Mortgage Note Make-Whole Amount for such principal amount (as defined below) (the "OPTIONAL MORTGAGE NOTE PREPAYMENT PRICE"). (b) The Company Mortgage Note Make-Whole Amount for any principal amount shall not 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 right interest rate set forth in the Mortgage 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 prepay the sum of (A) the rate then being paid on United States Treasury Notes with maturities equal to the Weighted Average Life to Maturity to April 21, 2000 or, if such determination is made on any date after October 31April 21, 2018 and until September 30, 2020. On any date on or after September 30, 20202000, the Company may, at its option, upon notice as provided in clause (c) below, prepay at any time all maturity of the remaining aggregate principal amount of Mortgage Notes at 105the time of prepayment plus (B) 0.75% of (the principal amount outstanding, plus "MORTGAGE NOTE TREASURY RATE") discounted at 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 redemptionMortgage Note Treasury Rate. (c) The Company will give the Notice of any prepayment of Mortgage Notes pursuant to this Section 5.2 shall be given to each holder of a Note written notice of each optional prepayment under this Section 8.1 the Mortgage Notes not less than 30 thirty (30) nor more than sixty (60) days prior to before the date fixed for such prepayment under Section 8.1(a(the "OPTIONAL MORTGAGE NOTE PREPAYMENT DATE") or Section 8.1(b). Each such notice and shall specify such date and be accompanied by an Officer's Certificate of the Company certifying as to: (i) the Optional Mortgage Note Prepayment Date, (ii) the aggregate principal amount of the Mortgage Notes outstanding and to be prepaid on such dateOptional Mortgage Note Prepayment Date, and (iii) the interest principal amount of each Mortgage Note held by such holder to be prepaid on such Optional Mortgage Note Prepayment Date, (and premium, if applicableiv) the Optional Mortgage Note Prepayment Price to be paid in respect of each Mortgage Note held by such holder on such Optional Mortgage Note Prepayment Date and (v) the prepayment date with respect amount of accrued interest to be paid to such principal (and premiumholder on such Optional Mortgage Note Prepayment Date. Any notice of prepayment pursuant to this Section 5.2 having been so given, if applicable) amount being prepaid. the aggregate Optional Mortgage Note Prepayment notice provided by the Company does not accelerate the Company’s obligation to pay any portion Price payable in respect of the aggregate principal amount of Mortgage Notes specified in such notice shall become due and any payable on such prepayment notice may be conditioned upon the completion Optional Mortgage Note Prepayment Date. (d) The aggregate principal amount of any financing partial prepayment of Mortgage Notes pursuant to this Section 5.2 shall be allocated among the holders of the Mortgage Notes to be prepaid in proportion, as nearly as practicable, to the respective unpaid principal amounts of Mortgage Notes then held thereby, with adjustments, to the extent practicable, to compensate for any prior prepayments not made in exactly 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 accrueproportion.