Common use of Prepayment of Notes Clause in Contracts

Prepayment of Notes. (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note.

Prepayment of Notes. (a) The Subject to the provisions of this Section 3.1(a), the Company at its option may, upon ten after giving not less than 30 days' prior written notice (the "Company Conversion Notice") to the Holders, at any timePurchaser and each Additional Note Purchaser, prepay the unpaid principal balance of the Notes, together with all or any part of accrued but unpaid interest on the principal amount being prepaid to the date of Notes at a redemption price such prepayment, in whole or in part (in an aggregate amount of not less than $1,000,000 or any greater amount which is an even multiple of $100,000, or in an amount equal to 101% (orthe aggregate principal balance of all of the Notes) as set forth below; provided, if however, that no prepayment shall be permitted under this Section 3.1(a) until such time as the Company shall have paid obtained the fee required Stockholder/AMEX Conversion Approval. It is also expressly understood and agreed by Section 6.18(b)the Company that, 100%) of notwithstanding anything to the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with contrary contained herein or in anticipation any other Note Document, each holder of funds raised a Note shall have the right to convert such Note as provided in this Agreement notwithstanding the giving by the Company of any financing transaction in which DLJSC has not acted as sole agent or underwriter 30-day notice of prepayment under Section 3.1(a) hereof if such holder of a Note shall give to the Company (unless DLJSCthe Company Conversion Notice or the Default Conversion Notice, in its sole discretion, shall have consented thereto)as the case may be. (b) The Not later than the second Business Day after any time that the Company or any of its Subsidiaries receives Equity Proceeds, the Company shall, promptly upon unless waived by written notice given by the Requisite Noteholders, prepay the Notes in an amount equal to the Equity Proceeds received; provided, however, the Company shall have no obligation to prepay the Notes under this Section 3.1(b) if, so long as no Event of Default has occurred and is continuing, (i) the Equity Proceeds are less than $250,000 and (ii) the Equity Proceeds were raised pursuant to the payment of exercise prices of options for shares of Capital Stock of the Company held by any officer, director or employee of the Company or any of its Subsidiaries. The Company shall give the each holder of a Note not less than 30 days' prior written notice of a proposed receipt of Equity Proceeds by the Company or any of its Subsidiaries. (c) The premium to be paid on the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to any prepayment shall be as follows: Payment Date Principal Premiums ------------ ------------------ Closing Date through the amount one year anniversary of such Net Cash Proceeds, at a redemption price equal to 101the No Premium-100% of the principal amount of the Notes so prepaidNote Closing Date 5% Premium-105% of the principal amount of the Note The one year anniversary of the Closing Date through the 15 month anniversary of the Closing Date the 15 month anniversary of the Closing Date through the 2 10% Premium-110% of the principal amount of the Note year anniversary of the Closing Date (d) On the Maturity Date, the unpaid principal balance of the Notes, to the extent not sooner paid or prepaid hereunder, shall be paid in full (such amount to be determined after giving effect to the repayment provisions set forth in clause (a) above), together with accrued interest through and fees thereon and all expenses, indemnities and other Obligations payable under the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment terms of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepaymentor this Agreement. (e) Any partial The Company shall call Notes for prepayment pursuant to Section 3.1(a) by giving the written notice as called for by Section 3.1(a) to each holder of such Notes, which notice shall be made so that specify (i) the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratiodate fixed for such prepayment, as nearly as may be, to the total principal amount being prepaid as (ii) the principal amount to be prepaid on such date, and (iii) the amount of accrued interest to be paid or anticipated to be paid on such Notes held by such Holder date. Notice of prepayment having been so given shall bear to be irrevocable, and the aggregate principal amount of all the Notes then outstanding. In the 19 event of a partial so to be prepaid as specified in such notice, together with interest accrued thereon to such date fixed for prepayment, upon presentation of any Note the Company shall execute become due and deliver to or payable on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Notespecified prepayment date.

Prepayment of Notes. (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the shall have prepaid a principal amount of All Notes at a redemption price of All Series in an amount equal to 10114.1949% (or, if of the aggregate amount of all cash held in the United States by the Company shall have paid and its Subsidiaries in excess of $5,000,000 and all cash held outside the fee required United States by Section 6.18(bthe Company and its Subsidiaries in excess of $5,000,000, in each case as of March 11, 2011 (collectively, the “Available Cash”), 100%) of the but in any event not less than $4,258,470.00 in principal amount of such Notes. Such prepayment of All Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price All Series shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101of 100% of the principal amount of the Notes so to be prepaid, together with plus interest accrued interest through to the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturitysubject to clause (a) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company and clause (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual b) below) Make-Whole Amount and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000LIBOR Breakage Amount. (ca) The Company shallWith respect to outstanding principal amounts, immediately such prepayment shall be allocated among All Notes of All Series in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof, based upon the occurrence principal amounts set forth in Annex I. Such payment of a Change in Controlprincipal, prepay all Notes then outstanding at a redemption price equal plus interest accrued to 103% of the principal amount thereof, together with accrued interest through the date of prepayment, plus LIBOR Breakage Amount, shall have been made in cash. (db) Any The Make-Whole Amounts payable in connection with such prepayment shall not be paid in cash at such time, but rather shall be capitalized in accordance with Section 2A and Section 8.10 of the 1999 Note Agreement (as amended by this Amendment Agreement, and the Company shall have issued new senior notes (collectively, the “Make-Whole Notes”) substantially in the form of Exhibit X-0, X-0 or D-3, respectively, to this Amendment Agreement evidencing such capitalized Make-Whole Amounts. Such Make-Whole Notes shall benefit from the grant of collateral pursuant to Section 2.6(a) 8.1 hereof such that upon satisfaction of Section 8.1 hereof, the Make-Whole Notes shall be in secured on a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of pari-passu basis with the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note’s Notes and other senior Indebtedness secured thereby.

Prepayment of Notes. (a) The Subject to the provisions of this Section 3.1(a), the Company at its option may, upon ten after giving not less than 30 days' prior written notice (the "Company Conversion Notice") to the Holders, at any timePurchaser and each Additional Note Purchaser, prepay the unpaid principal balance of the Notes, together with all or any part of accrued but unpaid interest on the principal amount being prepaid to the date of Notes at a redemption price such prepayment, in whole or in part (in an aggregate amount of not less than $1,000,000 or any greater amount which is an even multiple of $100,000, or in an amount equal to 101% (orthe aggregate principal balance of all of the Notes) as set forth below; provided, if however, that no prepayment shall be permitted under this Section 3.1(a) until such time as the Company shall have paid obtained the fee required Stockholder/AMEX Conversion Approval. It is also expressly understood and agreed by Section 6.18(b)the Company that, 100%) of notwithstanding anything to the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with contrary contained herein or in anticipation any other Note Document, each holder of funds raised a Note shall have the right to convert such Note as provided in this Agreement notwithstanding the giving by the Company of any financing transaction in which DLJSC has not acted as sole agent or underwriter 30-day notice of prepayment under Section 3.1(a) hereof if such holder of a Note shall give to the Company (unless DLJSCthe Company Conversion Notice or the Default Conversion Notice, in its sole discretion, shall have consented thereto)as the case may be. (b) The Not later than the second Business Day after any time that the Company or any of its Subsidiaries receives Equity Proceeds, the Company shall, promptly upon unless waived by written notice given by the Requisite Noteholders, prepay the Notes in an amount equal to the Equity Proceeds received; provided, however, the Company shall have no obligation to prepay the Notes under this Section 3.1(b) if, so long as no Event of Default has occurred and is continuing, (i) the Equity Proceeds are less than $250,000 and (ii) the Equity Proceeds were raised pursuant to the payment of exercise prices of options for shares of Capital Stock of the Company held by any officer, director or employee of the Company or any of its Subsidiaries. The Company shall give the each holder of a Note not less than 30 days' prior written notice of a proposed receipt of Equity Proceeds by the Company or any of its Subsidiaries. (c) The premium to be paid on the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to any prepayment shall be as follows: Payment Date Principal Premiums ------------ ------------------ Closing Date through the amount one year anniversary of such Net Cash Proceeds, at a redemption price equal to 101the No Premium-100% of the principal amount of the Notes so prepaidNote Closing Date 5% Premium-105% of the principal amount of the Note The one year anniversary of the Closing Date through the 15 month anniversary of the Closing Date the 15 month anniversary of the Closing Date through the 2 10% Premium-110% of the principal amount of the Note year anniversary of the Closing Date (d) On the Maturity Date, the unpaid principal balance of the Notes, to the extent not sooner paid or prepaid hereunder, shall be paid in full (such amount to be determined after giving effect to the repayment provisions set forth in clause (a) above), together with accrued interest through and fees thereon and all expenses, indemnities and other Obligations payable under the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment terms of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepaymentor this Agreement. (e) Any partial The Company shall call Notes for prepayment pursuant to Section 3.1(a) by giving the written notice as called for by Section 3.1 (a) to each holder of such Notes, which notice shall be made so that specify (i) the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratiodate fixed for such prepayment, as nearly as may be, to the total principal amount being prepaid as (ii) the principal amount to be prepaid on such date, and (iii) the amount of accrued interest to be paid or anticipated to be paid on such Notes held by such Holder date. Notice of prepayment having been so given shall bear to be irrevocable, and the aggregate principal amount of all the Notes then outstanding. In the 19 event of a partial so to be prepaid as specified in such notice, together with interest accrued thereon to such date fixed for prepayment, upon presentation of any Note the Company shall execute become due and deliver to or payable on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Notespecified prepayment date.

Prepayment of Notes. (a) The Except as provided in this Section 5.25, the Company at its option may, upon ten days' written notice shall have no right to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter prior to the Company (unless DLJSCMaturity Date, in its sole discretion, shall have consented thereto)or any interest accruing under the Notes prior to the scheduled date for payment of such interest. (b) The Company shallmay, promptly upon by delivery of written notice (the receipt by "Prepayment Notice") to the Purchaser not less than 30 days prior to the fourth anniversary of the First Tranche Closing Date (or if such date is not a Business Day, the next succeeding Business Day) (the "Fourth Anniversary"), require the Purchaser to submit to the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal up to the amount of such Net Cash Proceeds, at a redemption price equal to 10150% of the outstanding aggregate principal amount of the Notes so prepaidfor prepayment on the Fourth Anniversary, together with accrued interest through subject to following terms and conditions: (i) In lieu of submitting Notes for prepayment on the date Fourth Anniversary, the Purchaser may at any time following receipt of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption Prepayment Notice and on or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter prior to the Company (other than a fully underwritten bank financing pursuant Fourth Anniversary, convert up to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to specified in the aggregate Prepayment Notice. Any principal amount of all Notes then outstanding. In so converted by the 19 event Purchaser shall reduce on a dollar for dollar basis the principal amount of a partial prepayment, upon presentation of any Note Notes the Company shall execute and deliver Purchaser is required to or submit for prepayment on the order Fourth Anniversary. (ii) The Purchaser shall be entitled to select the Note or Notes (or the portions thereof) for conversion or prepayment pursuant to this Section 5.25. (iii) The Prepayment Notice shall have no force or effect, and the Purchaser shall not be obligated to submit any Notes for prepayment (or to convert any principal amount of Notes in lieu thereof) unless the Market Price as of the Holder, Fourth Anniversary is at the expense least equal to 200% of the Company, a new Note conversion price then in principal amount equal to effect under the remaining outstanding portion of such First Tranche Note. (iv) The Company may not deliver more than one Prepayment Notice.

Prepayment of Notes. The Borrower will not, and will not permit any of its Subsidiaries to, prepay the New Senior Notes or the Senior Notes; provided that the Borrower may prepay or redeem New Senior Notes or Senior Notes on any day with the amount, if any, by which the average of the Consolidated Cash Balances at the close of business on the three consecutive Business Days immediately preceding such day (aexclusive of any amount escrowed pursuant to clause (iii)(B)(II) The Company at its option maybelow), upon ten days' written notice exceeds $125,000,000 if on such day (i) there shall be no Loans outstanding; (ii) the Bank of Montreal Synthetic Lease Obligations and the Mortgage Facility Obligations have been repaid in full; and (iii) either (A) (I) the Adjusted Leverage Ratio does not and did not exceed 5.00 to 1.00 on (x) such day, both prior to and after giving effect to such prepayment, and (y) the last day of each of the two fiscal quarters most recently ended prior to such day and (II) the aggregate Commitments of all Banks do not exceed $85,000,000 or (B) all of (I) the aggregate Commitments of all Banks do not exceed $65,000,000, (II) the Borrower shall have delivered to the Holders, at any time, prepay all or any part of the principal Agent cash in an amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount aggregate Letter of such Net Cash ProceedsCredit Exposures of all Banks then outstanding, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only held in escrow by the Agent to the extent that Net Cash Proceeds from all Designated Transactions on such Letter of Credit Exposures remain outstanding, (III) the Borrower shall have entered into a binding agreement not thereafter to request or borrow any Loans under this Agreement and after (IV) the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence product of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% 5 multiplied by Annualized Mortgage EBITDA determined as of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any such prepayment of for the Notes most recent fiscal quarter for which financial statements have been, or are required to have been, delivered pursuant to Section 2.6(a5.01(a) or (b), shall be in a minimum amount equal or exceed the product of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held 2 multiplied by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount Commitments of all Notes Banks then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note.

Prepayment of Notes. The Representative will not, and will not permit any of its Subsidiaries to, prepay the New Senior Notes or the Senior Notes; provided that the Representative may prepay or redeem New Senior Notes or Senior Notes on any day with the amount, if any, by which the average of the Consolidated Cash Balances at the close of business on the three consecutive Business Days immediately preceding such day (aexclusive of any amount escrowed pursuant to clause (iii)(B)(II) The Company at its option maybelow), upon ten days' written notice exceeds $125,000,000 if on such day (i) there shall be no Loans (as defined in the Xxxxxx Credit Agreement) outstanding; (ii) the Obligations and the Mortgage Facility Obligations have been repaid in full; and (iii) either (A) (I) the Adjusted Leverage Ratio does not and did not exceed 5.00 to 1.00 on (x) such day, both prior to and after giving effect to such -24- prepayment, and (y) the last day of each of the two fiscal quarters most recently ended prior to such day and (II) the aggregate Commitments (as defined in the Xxxxxx Credit Agreement) of all Existing Banks do not exceed $85,000,000 or (B) all of (I) the aggregate Commitments (as defined in the Xxxxxx Credit Agreement) of all Existing Banks do not exceed $65,000,000, (II) the Representative shall have delivered to the Holders, at any time, prepay all or any part of the principal Administrative Agent cash in an amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount aggregate Letter of such Net Cash ProceedsCredit Exposures (as defined in the Xxxxxx Credit Agreement) of all Existing Banks then outstanding, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only held in escrow by the Administrative Agent to the extent that Net Cash Proceeds from all Designated Transactions on such Letter of Credit Exposures (as defined in the Xxxxxx Credit Agreement) remain outstanding, (III) the Representative shall have entered into a binding agreement not thereafter to request or borrow any Loans (as defined in the Xxxxxx Credit Agreement) under the Xxxxxx Credit Agreement and after (IV) the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence product of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% 5 multiplied by Annualized Mortgage EBITDA determined as of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any such prepayment of for the Notes most recent fiscal quarter for which financial statements have been, or are required to have been, delivered pursuant to Section 2.6(a10.1(d)(i) or (ii), shall be equal or exceed the product of 2 multiplied by the aggregate Commitments (as defined in a minimum amount the Xxxxxx Credit Agreement) of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 all Existing Banks then outstanding. 7. Effective as of the Notes remains outstandingAmendment No. 6 Effective Date, in which case all Schedule IV of the Notes must be prepaidParticipation Agreement are hereby amended by deleting said schedule in its entirety and replacing said schedule with Schedule IV attached hereto and made a part hereof. 8. Any prepayment Effective as of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratioAmendment No. 6 Effective Date, Schedule VII and Schedule VIII hereto are hereby added as nearly as may beSchedule VII and Schedule VIII, respectively, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such NoteParticipation Agreement.

Prepayment of Notes. (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon Promptly following the receipt by the Company of aggregate net cash proceeds from (i) the Net Cash Proceeds exercise of any Designated Transactionthe call option by Excelsior Radio Networks, prepay Inc. (together with its successors or assigns, “Excelsior”) pursuant to Section 7.1 of that certain Management Agreement, dated as of May 23, 2006, by and between Westwood One Radio Networks, Inc. and Excelsior (as amended, restated, supplemented or otherwise modified from time to time, the “Excelsior Management Agreement”), or (ii) the exercise of the put option by Westwood One Radio Networks, Inc., pursuant to Section 7.2 of the Excelsior Management Agreement (collectively, the “Put/Call Proceeds”), the Company shall promptly make a prepayment of the Notes (other than the Gores Notes) in an aggregate principal amount of Notes equal to the amount 100% of such Net Cash Proceeds, at a redemption price equal Put/Call Proceeds pursuant to 101% Section 7.3 of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000Securities Purchase Agreement. (cb) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together In connection with accrued interest through the date of prepayment. (d) Any any partial prepayment of the Notes pursuant to Section 2.6(a7(a) shall be above that results in a minimum amount prepayment of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 5% of the aggregate principal amount of the Notes remains then outstanding, in which case all the Company shall request that each of the Noteholders waive the requirement under Section 7.3 of the Securities Purchase Agreement that any partial prepayment of the Notes must be prepaidnot less than 5% of the aggregate principal amount of the Notes then outstanding (the “5% Minimum Requirement”) solely with respect to any such prepayment under Section 7(a) above. Any In the event that the Company is unable to obtain such waiver from the Noteholders prior to the date any such partial prepayment is required, each of the undersigned Noteholders hereby waives any right it may have to take action under Section 11.1(b) or Section 11.2 with respect to any Default or Event of Default arising solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with any such prepayment under Section 7(a) above, so long as, if the Credit Agreement includes a cross default to the Securities Purchase Agreement at the time such prepayment is made, the Banks shall have similarly agreed not to take action with respect to any such cross default that exists under the Credit Agreement as a result of such prepayment. The waiver set forth in the preceding sentence is a limited waiver and shall not be deemed to constitute a waiver of any other Default or Event of Default or, except as specifically set forth in the preceding sentence, any future breach or violation of the Securities Purchase Agreement, any of the other Financing Documents or any document entered into in connection therewith. Except as expressly provided herein, the foregoing waiver shall not constitute (a) a modification or alteration of the terms, conditions or covenants of the Securities Purchase Agreement, any of the other Financing Documents or any document entered into in connection therewith, or (b) a waiver, release or limitation upon the exercise by the Noteholders of any of their rights, legal or equitable, hereunder or under the Securities Purchase Agreement, any Financing Document or any document entered into in connection therewith. Except as set forth above, each of the undersigned Noteholders reserves any and all rights and remedies which it has had, has or may have under the Securities Purchase Agreement, each Financing Document and any document entered into in connection therewith. Each of the undersigned Noteholders stipulates that the remedies at law of the Company in the event of any default or threatened default by such undersigned Noteholders in the performance of or compliance with the terms of this Section 7(b) solely with respect to its waiver of any right it may have to take action under Section 11.1(b) or Section 11.2 with respect to any Default or Event of Default arising solely as a result of the failure of the Company to comply with the 5% Minimum Requirement as provided above are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. The foregoing notwithstanding, the Company does not concede that any payment made under Section 7(a) of this Amendment (including any partial prepayment of the Notes pursuant to Section 2.6(b7(a) shall be above that results in a minimum amount which is a multiple prepayment of $1,000 times the number less than 5% of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all the Notes then outstanding) would constitute a breach of the 5% Minimum Requirement or otherwise entitle any Noteholders to assert the same. In For the 19 event avoidance of a partial prepaymentdoubt, upon presentation of any Note the Company shall execute and deliver will make the prepayments required by Section 7(a) regardless of whether or not the waiver referred to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Notethis Section 7(b) is obtained.

Prepayment of Notes. (a) The On the earlier to occur of (i) the 5th Business Day following the receipt by the Company of aggregate proceeds from the Tax Refund of at its option mayleast $10,000,000 and (ii) August 16, upon ten days' written notice to the Holders2010, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) make a prepayment of the Notes in an aggregate principal amount equal to $10,000,000 plus (A) the lesser of Notes so prepaid(x) the amount by which the proceeds of the Tax Refund received by the Company, together with accrued interest through as of such date, exceeds $10,000,000 and (y) $2,000,0000 plus (B) the amount by which the proceeds of the Tax Refund received by the Company, as of such date, exceeds $17,000,000 (it being agreed that in the case of a payment made on August 16, 2010, the portion thereof, if any, otherwise required to be paid under clauses (A) and (B) above shall only be required to be paid on such date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the extent the proceeds of the Tax Refund giving rise to such payment obligation were received by the Company (unless DLJSC, in its sole discretion, shall have consented theretono later than the 5th Business Day prior to such date). (b) The Company shall, promptly upon To the receipt extent of any proceeds from the Tax Refund received by the Company that are not required to prepay the Notes in accordance with Section 4(a) above (including, without limitation, as a result of the Net Cash Proceeds receipt of all or any Designated Transactionportion of the Tax Refund after August 16, prepay an aggregate principal amount 2010 and after the prepayment of the Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101% of in the principal amount of the Notes so prepaid$10,000,000 contemplated by Section 4(a) has been paid), together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company shall, no later than the 5th Business Day following the receipt thereof (other than a fully underwritten bank financing pursuant but, in any event, not before the prepayment required by Section 4(a) above), first, apply such amounts to a signed commitment letter containing only such conditions as are usual repay, redeem or retire the Gores Subordinated Investment in an aggregate amount not exceeding the lesser of the aggregate amount of the Gores Subordinated Investment and customary in such financings $10,000,000, and which does not contain any condition relating to the successful syndication of such transaction); and providedsecond, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on of any proceeds of the Tax Refund in excess of $10,000,000 in the aggregate, apply (i) 100% of the first $2,000,000 of such excess, and after (ii) 100% of the date hereof exceed amount by which such excess is greater than $1,000,0007,000,000, to prepay the Notes. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together In connection with accrued interest through the date of prepayment. (d) Any any partial prepayment of the Notes pursuant to Section 2.6(a4(a) shall be or 4(b) above that results in a minimum amount prepayment of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 5% of the aggregate principal amount of the Notes remains then outstanding, in which case all the Company shall request that each of the Noteholders waive the requirement under Section 7.3 of the Securities Purchase Agreement that any partial prepayment of the Notes must be prepaidnot less than 5% of the aggregate principal amount of the Notes then outstanding (the “5% Minimum Requirement”) solely with respect to any such prepayment under Section 4(a) or 4(b) above. Any In the event that the Company is unable to obtain such waiver from the Noteholders prior to the date any such partial prepayment is required, each of the undersigned Noteholders hereby waives any right it may have to take action under Section 11.1(b) or Section 11.2 with respect to any Default or Event of Default arising solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with any such prepayment under Section 4(a) or 4(b) above, so long as, if the Credit Agreement includes a cross default to the Securities Purchase Agreement at the time such prepayment is made, the Banks shall have similarly agreed not to take action with respect to any such cross default that exists under the Credit Agreement as a result of such prepayment. The waiver set forth in the preceding sentence is a limited waiver and shall not be deemed to constitute a waiver of any other Default or Event of Default or, except as specifically set forth in the preceding sentence, any future breach or violation of the Securities Purchase Agreement, any of the other Financing Documents or any document entered into in connection therewith. Except as expressly provided herein, the foregoing waiver shall not constitute (a) a modification or alteration of the terms, conditions or covenants of the Securities Purchase Agreement, any of the other Financing Documents or any document entered into in connection therewith, or (b) a waiver, release or limitation upon the exercise by the Noteholders of any of their rights, legal or equitable, hereunder or under the Securities Purchase Agreement, any Financing Document or any document entered into in connection therewith. Except as set forth above, each of the undersigned Noteholders reserves any and all rights and remedies which it has had, has or may have under the Securities Purchase Agreement, each Financing Document and any document entered into in connection therewith. Each of the undersigned Noteholders stipulates that the remedies at law of the Company in the event of any default or threatened default by such undersigned Noteholders in the performance of or compliance with the terms of this Section 4(c) solely with respect to its waiver of any right it may have to take action under Section 11.1(b) or Section 11.2 with respect to any Default or Event of Default arising solely as a result of the failure of the Company to comply with the 5% Minimum Requirement as provided above are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. The foregoing notwithstanding, the Company does not concede that any payment made under Section 4(a) or Section 4(b) of this Amendment (including any partial prepayment of the Notes pursuant to Section 2.6(b4(a) shall be or 4(b) above that results in a minimum amount which is a multiple prepayment of $1,000 times the number less than 5% of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all the Notes then outstanding) would constitute a breach of the 5% Minimum Requirement or otherwise entitle any Noteholders to assert the same. In For the 19 event avoidance of a partial prepaymentdoubt, upon presentation of any Note the Company shall execute will make the prepayments required by Section4(a) and deliver 4(b) regardless of whether or not the waiver referred to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Notethis Section 4(c) is obtained.