Common use of Prepayment of Notes Clause in Contracts

Prepayment of Notes. (a) The Company shall prepay the Notes (or the relevant Notes only) in accordance with Part 1 of Schedule 2 if it is or becomes unlawful for the Notes (or the relevant Notes only) to remain outstanding, as confirmed by a written legal opinion (addressed to the Company and furnished by the Company to the Noteholders upon request) from reputable outside legal counsel to the Company. (b) The Company may, if it gives the Noteholders not less than 3 Business Days’ (or such shorter period as the Major Noteholder may agree) prior notice (a “Prepayment Notice”), prepay all or any outstanding Notes on the date specified in the Prepayment Notice in accordance with Part 1 of Schedule 2, provided that, if all outstanding Notes are not being prepaid pursuant to a Prepayment Notice, then any prepayment being made pursuant to that Prepayment Notice shall be applied pro rata among the Noteholders.