Common use of Prepayment Options Clause in Contracts

Prepayment Options. (a) Unless an Event of Default shall have occurred and be continuing, Tenant may direct Landlord to redeem all or a portion of the Bonds, to prepay all or a portion of the State Loan, to prepay all or a portion of the LDI Loan, or any or all of them. That option shall be exercised by Tenant by delivering (1) written notice to Landlord, the Director and Trustee of Tenant’s election to prepay the Base Rent in order to redeem the Bonds in whole or in part or prepay the all or a portion of the State Loan or the LDI Loan or any or all of them, on a date specified by Tenant occurring not sooner than the 50th day after delivery of that notice, and (2) immediately available funds (A) to the Trustee, in an amount sufficient to redeem the Bonds in whole or in part not later than the 5th Business Day before the redemption date, and (B) to the Director in an amount sufficient to prepay all or a portion of the State Loan, plus accrued interest to the date of prepayment, not later than the prepayment date. If all of the outstanding Bonds are to be redeemed, the amount to be paid under (2)(A) above shall be the Discharge Amount with respect to the State Assistance Note. If all of the State Loan or the LDI Loan is to be prepaid, the amount to be paid under (2)(B) above shall be the Discharge Amount with respect to the State Loan Note or the LDI Loan Note, respectively. (b) If the Bonds are not then callable, Tenant may direct Landlord to cause the defeasance of all or a portion of the Bonds in accordance with the provisions of the Trust Agreement. The amount to be paid under (a)(2)(A) in that event shall be the amount necessary to cause the defeasance of the Bonds in accordance with the provisions of the Trust Agreement. If all of the outstanding Bonds are to be defeased, the amount to be paid shall be the Discharge Amount with respect to the State Assistance Note, but the amount in paragraph (a)(i) of the definition Discharge Amount shall be adjusted to account for the amount required to be paid to defease the Bonds. (c) Unless an Event of Default shall have occurred and be continuing, Tenant may direct Landlord to instruct the Trustee to purchase Bonds in the open market in accordance with Section 10.6 of the Loan Agreement. Tenant must provide the Trustee money sufficient for that purpose, as described in that Section 10.6. (d) Pending application for such purposes, money paid by Tenant to the Trustee under this Section 9.1 shall be held by the Trustee in a special account and the delivery of that money shall not operate to xxxxx or postpone payments of Base Rent otherwise becoming due or to alter or suspend any other obligations of Tenant under this Lease Agreement. The delivery of those amounts by Tenant and their application to redemption of the Bonds or prepayment of the State Loan or LDI Loan shall effect a corresponding prepayment of the State Assistance Note, the State Loan Note, or the LDI Loan Note as applicable. Amounts delivered to the Trustee for application to the defeasance or purchase of Bonds shall not effect a prepayment of the State Assistance Note, however, payments of Base Rent with respect the State Assistance Note will terminate in accordance with Section 3.4 of this Exhibit E. (e) Landlord must give any required notice of redemption of the Bonds or prepayment of the State Loan or the LDI Loan, if directed by Tenant under this Section. (f) Tenant’s options under this Section 9.1 are subject to such additional conditions as may be required to be satisfied under the Trust Agreement and the Loan Agreement to effect the optional redemption, defeasance, or purchase of the Bonds or prepayment of the State Loan or the LDI Loan.

Prepayment Options. In addition to the required prepayment obligations provided for in paragraph 4A(1): (ai) Unless if the Company or any Subsidiary, during the Leverage Relief Period, receives any gross proceeds from the First Title XI Financing or the Second Title XI Financing (the “Specified Debt Proceeds”); or (ii) if the Company or any Subsidiary, during the Leverage Relief Period, disposes of any Capital Asset (other than dispositions of obsolete assets or assets no longer useful in the business of the Company and its Subsidiaries) in a disposition or series of related dispositions described in clause (iii) (but not clauses (i) or (ii)) of paragraph 6C(4) and the aggregate gross proceeds from such disposition or series of related dispositions exceeds $5,000,000 (the “Specified Disposition Proceeds”); then the Company shall promptly (and in no event later than 3 Business Days from the date thereof) deliver an Event Officer’s Certificate to the holders of Default Notes containing an offer to prepay the Notes as provided below in this paragraph (and notifying the holders of Notes of such receipt of the Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and describing in reasonable detail the events or circumstances giving rise thereto and setting forth a calculation of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and the Ratable Share (determined as of the date of such Officer’s Certificate) thereof). If within 5 Business Days after receipt of such Officer’s Certificate any holder of a Note shall have occurred and be continuing, Tenant may direct Landlord to redeem all or a portion notified the Company in writing of the Bonds, to prepay all or a portion of the State Loan, to prepay all or a portion of the LDI Loan, or any or all of them. That option shall be exercised by Tenant by delivering (1) written notice to Landlord, the Director and Trustee of Tenantsuch holder’s election to prepay accept such prepayment, then on the Base Rent in order to redeem date that is 7 Business Days after the Bonds in whole or in part or prepay date on which the all or a portion of the State Loan or the LDI Loan or any or all of them, on a date specified by Tenant occurring not sooner than the 50th day after delivery of that notice, and (2) immediately available funds (A) Company shall have delivered such Officer’s Certificate to the Trustee, holders of Notes the Company shall prepay such holder’s Note in an amount sufficient to redeem the Bonds in whole or in part not later than the 5th Business Day before the redemption date, and (B) equal to the Director in an amount sufficient to prepay all or a portion Ratable Share of the State Loanaggregate amount of such Specified Debt Proceeds or Specified Disposition Proceeds, plus as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the principal amount so prepaid, together with accrued interest to on such amount through the date of prepayment, not later than the prepayment date. If all of the outstanding Bonds are to be redeemed, the amount to be paid under (2)(A) above shall be the Discharge but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to the State Assistance Notesuch principal amount. If any holder of a Note has accepted the above option to prepay such Note and if, immediately after giving effect to such prepayment, any portion of such Note remains outstanding and there remain Specified Debt Proceeds or Specified Disposition Proceeds available after all such payments, then the Company will promptly (and in no event later than 3 Business Days from the date thereof) send another Officer’s Certificate to such holder containing an additional offer to prepay such holder’s Note as provided below in this paragraph (setting forth (i) the remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and (ii) whether or not any other holders of Notes or holders of notes under the 2013 NYL Note Agreement, the Pru Note Agreement or the MetLife Note Agreement accepted the original corresponding offer to prepay such other Notes or the notes under the 2013 NYL Note Agreement, Pru Note Agreement or the MetLife Note Agreement). If within 5 Business Days after receipt of such subsequent Officer’s Certificate such holder shall have notified the Company in writing of such holder’s election to accept such additional prepayment, then on the date that is 7 Business Days after the date on which the Company shall have delivered such subsequent Officer’s Certificate to the holders of Notes the Company shall prepay such holder’s Note in an amount equal to the Ratable Share (but with the denominator used in the computation of the State Loan Ratable Share (notwithstanding the definition of such term) to include such holder’s Note and only the other Notes and the other notes under the 2013 NYL Note Agreement, the Pru Note Agreement and/or the MetLife Note Agreement if the holders of such other Notes and/or such other notes accepted the most recent corresponding offer to prepay such other Notes and/or such other notes) of the aggregate remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the LDI Loan is to be principal amount so prepaid, together with accrued interest on such amount through the amount to be paid under (2)(B) above shall be the Discharge date of prepayment, but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to such principal amount. So long as any Note remains outstanding, subsequent offers to prepay shall be made iteratively as provided in this paragraph until the State Loan Note earlier of (x) such holder’s failure to accept the most recent such offer, and (y) such time as the applicable Specified Debt Proceeds or Specified Disposition Proceeds have been exhausted. Notwithstanding anything to the contrary in the preceding portions of this paragraph 4A(2), if, in the case of the Company’s initial offer to prepay the Notes with the Specified Debt Proceeds from either the First Title XI Financing or the LDI Loan NoteSecond Title XI Financing, respectively. (bi) If any holder of a Note has notified the Bonds are not then callableCompany in writing of such holder’s election to accept such prepayment and such holder has specified in writing that such holder desires to be prepaid in full, Tenant may direct Landlord to cause the defeasance of all and (ii) if only such holder and its affiliates (or a portion any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Bonds in accordance with Company issued under the provisions 2013 NYL Note Agreement (and, for the avoidance of doubt, not any holder of notes issued by the Company under the Pru Note Agreement or the MetLife Note Agreement) have accepted such offer (or any corresponding offer under the Company’s other private placement financings), then the Company shall utilize all of such Specified Debt Proceeds to ratably prepay such holder and its affiliates (or any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Trust Company issued under the 2013 NYL Note Agreement. The amount to be paid under (a)(2)(A) in that event shall be the amount necessary to cause the defeasance of the Bonds in accordance with the provisions of the Trust Agreement. If all of the outstanding Bonds are to be defeased, the amount to be paid shall be the Discharge Amount with respect to the State Assistance Noteextent such Specified Debt Proceeds are available to make such prepayments. Notwithstanding anything to the contrary in this Agreement, but and solely for purpose of determining the amount in paragraph (a)(i) of Consolidated Leverage Ratio, gross proceeds from the definition Discharge Amount shall be adjusted to account for First Title XI Financing or the amount required to be paid to defease the Bonds. (c) Unless an Event of Default shall have occurred and be continuing, Tenant may direct Landlord to instruct the Trustee to purchase Bonds in the open market in accordance with Section 10.6 of the Loan Agreement. Tenant must provide the Trustee money sufficient for that purposeSecond Title XI Financing, as described in that Section 10.6. (d) Pending application for such purposesapplicable, money paid by Tenant to the Trustee under this Section 9.1 shall be while held by the Trustee in a special account Company during (and only until completion of) the delivery of that money shall not operate to xxxxx or postpone payments of Base Rent otherwise becoming due or to alter or suspend any other obligations of Tenant prepayment offer process under this Lease Agreementparagraph 4A(2) (and in compliance with the terms of paragraph 4A(2)), shall be excluded from Debt.” 1. The delivery of those amounts by Tenant and their application to redemption of the Bonds or prepayment of the State Loan or LDI Loan shall effect a corresponding prepayment of the State Assistance Note3A new paragraph 5M is inserted, the State Loan Note, or the LDI Loan Note as applicable. Amounts delivered to the Trustee for application to the defeasance or purchase of Bonds shall not effect a prepayment of the State Assistance Note, however, payments of Base Rent with respect the State Assistance Note will terminate in accordance with Section 3.4 of this Exhibit E. (e) Landlord must give any required notice of redemption of the Bonds or prepayment of the State Loan or the LDI Loan, if directed by Tenant under this Section. (f) Tenant’s options under this Section 9.1 are subject to such additional conditions as may be required to be satisfied under the Trust Agreement and the Loan Agreement to effect the optional redemption, defeasance, or purchase of the Bonds or prepayment of the State Loan or the LDI Loan.follows:

Prepayment Options. In addition to the required prepayment obligations provided for in paragraph 4A(1): (ai) Unless if the Company or any Subsidiary, during the Leverage Relief Period, receives any gross proceeds from the First Title XI Financing or the Second Title XI Financing (the “Specified Debt Proceeds”); or (ii) if the Company or any Subsidiary, during the Leverage Relief Period, disposes of any Capital Asset (other than dispositions of obsolete assets or assets no longer useful in the business of the Company and its Subsidiaries) in a disposition or series of related dispositions described in clause (iii) (but not clauses (i) or (ii)) of paragraph 6C(4) and the aggregate gross proceeds from such disposition or series of related dispositions exceeds $5,000,000 (the “Specified Disposition Proceeds”); then the Company shall promptly (and in no event later than 3 Business Days from the date thereof) deliver an Event Officer’s Certificate to the holders of Default Notes containing an offer to prepay the Notes as provided below in this paragraph (and notifying the holders of Notes of such receipt of the Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and describing in reasonable detail the events or circumstances giving rise thereto and setting forth a calculation of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and the Ratable Share (determined as of the date of such Officer’s Certificate) thereof). If within 5 Business Days after receipt of such Officer’s Certificate any holder of a Note shall have occurred and be continuing, Tenant may direct Landlord to redeem all or a portion notified the Company in writing of the Bonds, to prepay all or a portion of the State Loan, to prepay all or a portion of the LDI Loan, or any or all of them. That option shall be exercised by Tenant by delivering (1) written notice to Landlord, the Director and Trustee of Tenantsuch holder’s election to prepay accept such prepayment, then on the Base Rent in order to redeem date that is 7 Business Days after the Bonds in whole or in part or prepay date on which the all or a portion of the State Loan or the LDI Loan or any or all of them, on a date specified by Tenant occurring not sooner than the 50th day after delivery of that notice, and (2) immediately available funds (A) Company shall have delivered such Officer’s Certificate to the Trustee, holders of Notes the Company shall prepay such holder’s Note in an amount sufficient to redeem the Bonds in whole or in part not later than the 5th Business Day before the redemption date, and (B) equal to the Director in an amount sufficient to prepay all or a portion Ratable Share of the State Loanaggregate amount of such Specified Debt Proceeds or Specified Disposition Proceeds, plus as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the principal amount so prepaid, together with accrued interest to on such amount through the date of prepayment, not later than the prepayment date. If all of the outstanding Bonds are to be redeemed, the amount to be paid under (2)(A) above shall be the Discharge but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to the State Assistance Notesuch principal amount. If any holder of a Note has accepted the above option to prepay such Note and if, immediately after giving effect to such prepayment, any portion of such Note remains outstanding and there remain Specified Debt Proceeds or Specified Disposition Proceeds available after all such payments, then the Company will promptly (and in no event later than 3 Business Days from the date thereof) send another Officer’s Certificate to such holder containing an additional offer to prepay such holder’s Note as provided below in this paragraph (setting forth (i) the remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and (ii) whether or not any other holders of Notes or holders of notes under the Pru Note Agreement or the NYL Note Agreements accepted the original corresponding offer to prepay such other Notes or the notes under the Pru Note Agreement or the NYL Note Agreements). If within 5 Business Days after receipt of such subsequent Officer’s Certificate such holder shall have notified the Company in writing of such holder’s election to accept such additional prepayment, then on the date that is 7 Business Days after the date on which the Company shall have delivered such subsequent Officer’s Certificate to the holders of Notes the Company shall prepay such holder’s Note in an amount equal to the Ratable Share (but with the denominator used in the computation of the State Loan Ratable Share (notwithstanding the definition of such term) to include such holder’s Note and only the other Notes and the other notes under the Pru Note Agreement and/or the NYL Note Agreements if the holders of such other Notes and/or such other notes accepted the most recent corresponding offer to prepay such other Notes and/or such other notes) of the aggregate remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the LDI Loan is to be principal amount so prepaid, together with accrued interest on such amount through the amount to be paid under (2)(B) above shall be the Discharge date of prepayment, but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to such principal amount. So long as any Note remains outstanding, subsequent offers to prepay shall be made iteratively as provided in this paragraph until the State Loan Note earlier of (x) such holder’s failure to accept the most recent such offer, and (y) such time as the applicable Specified Debt Proceeds or Specified Disposition Proceeds have been exhausted. Notwithstanding anything to the contrary in the preceding portions of this paragraph 4A(2), if, in the case of the Company’s initial offer to prepay the Notes with the Specified Debt Proceeds from either the First Title XI Financing or the LDI Loan NoteSecond Title XI Financing, respectively. (bi) If any holder of a Note has notified the Bonds are not then callableCompany in writing of such holder’s election to accept such prepayment and such holder has specified in writing that such holder desires to be prepaid in full, Tenant may direct Landlord to cause the defeasance of all and (ii) if only such holder and its affiliates (or a portion any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Bonds in accordance with Company (and, for the provisions avoidance of doubt, not any holder of notes issued by the Company under the Pru Note Agreement or the NYL Note Agreements) have accepted such offer (or any corresponding offer under the Company’s other private placement financings), then the Company shall utilize all of such Specified Debt Proceeds to ratably prepay such holder and its affiliates (or any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Trust Agreement. The amount to be paid under (a)(2)(A) in that event shall be the amount necessary to cause the defeasance of the Bonds in accordance with the provisions of the Trust Agreement. If all of the outstanding Bonds are to be defeasedCompany, the amount to be paid shall be the Discharge Amount with respect to the State Assistance Noteextent such Specified Debt Proceeds are available to make such prepayments. Notwithstanding anything to the contrary in this Agreement, but and solely for purpose of determining the amount in paragraph (a)(i) of Consolidated Leverage Ratio, gross proceeds from the definition Discharge Amount shall be adjusted to account for First Title XI Financing or the amount required to be paid to defease the Bonds. (c) Unless an Event of Default shall have occurred and be continuing, Tenant may direct Landlord to instruct the Trustee to purchase Bonds in the open market in accordance with Section 10.6 of the Loan Agreement. Tenant must provide the Trustee money sufficient for that purposeSecond Title XI Financing, as described in that Section 10.6. (d) Pending application for such purposesapplicable, money paid by Tenant to the Trustee under this Section 9.1 shall be while held by the Trustee in a special account Company during (and only until completion of) the delivery of that money shall not operate to xxxxx or postpone payments of Base Rent otherwise becoming due or to alter or suspend any other obligations of Tenant prepayment offer process under this Lease Agreementparagraph 4A(2) (and in compliance with the terms of paragraph 4A(2)), shall be excluded from Debt.” 1. The delivery of those amounts by Tenant and their application to redemption of the Bonds or prepayment of the State Loan or LDI Loan shall effect a corresponding prepayment of the State Assistance Note3A new paragraph 5K is inserted, the State Loan Note, or the LDI Loan Note as applicable. Amounts delivered to the Trustee for application to the defeasance or purchase of Bonds shall not effect a prepayment of the State Assistance Note, however, payments of Base Rent with respect the State Assistance Note will terminate in accordance with Section 3.4 of this Exhibit E. (e) Landlord must give any required notice of redemption of the Bonds or prepayment of the State Loan or the LDI Loan, if directed by Tenant under this Section. (f) Tenant’s options under this Section 9.1 are subject to such additional conditions as may be required to be satisfied under the Trust Agreement and the Loan Agreement to effect the optional redemption, defeasance, or purchase of the Bonds or prepayment of the State Loan or the LDI Loan.follows:

Prepayment Options. In addition to the required prepayment obligations provided for in paragraph 4A(1): (ai) Unless if the Company or any Subsidiary, during the Leverage Relief Period, receives any gross proceeds from the First Title XI Financing or the Second Title XI Financing (the “Specified Debt Proceeds”); or (ii) if the Company or any Subsidiary, during the Leverage Relief Period, disposes of any Capital Asset (other than dispositions of obsolete assets or assets no longer useful in the business of the Company and its Subsidiaries) in a disposition or series of related dispositions described in clause (iii) (but not clauses (i) or (ii)) of paragraph 6C(4) and the aggregate gross proceeds from such disposition or series of related dispositions exceeds $5,000,000 (the “Specified Disposition Proceeds”); then the Company shall promptly (and in no event later than 3 Business Days from the date thereof) deliver an Event Officer’s Certificate to the holders of Default Notes containing an offer to prepay the Notes as provided below in this paragraph (and notifying the holders of Notes of such receipt of the Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and describing in reasonable detail the events or circumstances giving rise thereto and setting forth a calculation of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and the Ratable Share (determined as of the date of such Officer’s Certificate) thereof). If within 5 Business Days after receipt of such Officer’s Certificate any holder of a Note shall have occurred and be continuing, Tenant may direct Landlord to redeem all or a portion notified the Company in writing of the Bonds, to prepay all or a portion of the State Loan, to prepay all or a portion of the LDI Loan, or any or all of them. That option shall be exercised by Tenant by delivering (1) written notice to Landlord, the Director and Trustee of Tenantsuch holder’s election to prepay accept such prepayment, then on the Base Rent in order to redeem date that is 7 Business Days after the Bonds in whole or in part or prepay date on which the all or a portion of the State Loan or the LDI Loan or any or all of them, on a date specified by Tenant occurring not sooner than the 50th day after delivery of that notice, and (2) immediately available funds (A) Company shall have delivered such Officer’s Certificate to the Trustee, holders of Notes the Company shall prepay such holder’s Note in an amount sufficient to redeem the Bonds in whole or in part not later than the 5th Business Day before the redemption date, and (B) equal to the Director in an amount sufficient to prepay all or a portion Ratable Share of the State Loanaggregate amount of such Specified Debt Proceeds or Specified Disposition Proceeds, plus as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the principal amount so prepaid, together with accrued interest to on such amount through the date of prepayment, not later than the prepayment date. If all of the outstanding Bonds are to be redeemed, the amount to be paid under (2)(A) above shall be the Discharge but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to the State Assistance Notesuch principal amount. If any holder of a Note has accepted the above option to prepay such Note and if, immediately after giving effect to such prepayment, any portion of such Note remains outstanding and there remain Specified Debt Proceeds or Specified Disposition Proceeds available after all such payments, then the Company will promptly (and in no event later than 3 Business Days from the date thereof) send another Officer’s Certificate to such holder containing an additional offer to prepay such holder’s Note as provided below in this paragraph (setting forth (i) the remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable, and (ii) whether or not any other holders of Notes or holders of notes under the 2015 NYL Note Agreement, the Pru Note Agreement or the MetLife Note Agreement accepted the original corresponding offer to prepay such other Notes or the notes under the 2015 NYL Note Agreement, the Pru Note Agreement or the MetLife Note Agreement). If within 5 Business Days after receipt of such subsequent Officer’s Certificate such holder shall have notified the Company in writing of such holder’s election to accept such additional prepayment, then on the date that is 7 Business Days after the date on which the Company shall have delivered such subsequent Officer’s Certificate to the holders of Notes the Company shall prepay such holder’s Note in an amount equal to the Ratable Share (but with the denominator used in the computation of the State Loan Ratable Share (notwithstanding the definition of such term) to include such holder’s Note and only the other Notes and the other notes under the 2015 NYL Note Agreement, the Pru Note Agreement and/or the MetLife Note Agreement if the holders of such other Notes and/or such other notes accepted the most recent corresponding offer to prepay such other Notes and/or such other notes) of the aggregate remaining amount of such Specified Debt Proceeds or Specified Disposition Proceeds, as applicable (or such lesser principal amount of such Note as shall then be outstanding), at 100% of the LDI Loan is to be principal amount so prepaid, together with accrued interest on such amount through the amount to be paid under (2)(B) above shall be the Discharge date of prepayment, but notwithstanding any other provision hereof without any Yield-Maintenance Amount with respect to such principal amount. So long as any Note remains outstanding, subsequent offers to prepay shall be made iteratively as provided in this paragraph until the State Loan Note earlier of (x) such holder’s failure to accept the most recent such offer, and (y) such time as the applicable Specified Debt Proceeds or Specified Disposition Proceeds have been exhausted. Notwithstanding anything to the contrary in the preceding portions of this paragraph 4A(2), if, in the case of the Company’s initial offer to prepay the Notes with the Specified Debt Proceeds from either the First Title XI Financing or the LDI Loan NoteSecond Title XI Financing, respectively. (bi) If any holder of a Note has notified the Bonds are not then callableCompany in writing of such holder’s election to accept such prepayment and such holder has specified in writing that such holder desires to be prepaid in full, Tenant may direct Landlord to cause the defeasance of all and (ii) if only such holder and its affiliates (or a portion any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Bonds in accordance with Company issued under the provisions 2015 NYL Note Agreement (and, for the avoidance of doubt, not any holder of notes issued by the Company under the Pru Note Agreement or the MetLife Note Agreement) have accepted such offer (or any corresponding offer under the Company’s other private placement financings), then the Company shall utilize all of such Specified Debt Proceeds to ratably prepay such holder and its affiliates (or any entities or accounts managed by such holder or its affiliates) holding Notes or other notes of the Trust Company issued under the 2015 NYL Note Agreement. The amount to be paid under (a)(2)(A) in that event shall be the amount necessary to cause the defeasance of the Bonds in accordance with the provisions of the Trust Agreement. If all of the outstanding Bonds are to be defeased, the amount to be paid shall be the Discharge Amount with respect to the State Assistance Noteextent such Specified Debt Proceeds are available to make such prepayments. Notwithstanding anything to the contrary in this Agreement, but and solely for purpose of determining the amount in paragraph (a)(i) of Consolidated Leverage Ratio, gross proceeds from the definition Discharge Amount shall be adjusted to account for First Title XI Financing or the amount required to be paid to defease the Bonds. (c) Unless an Event of Default shall have occurred and be continuing, Tenant may direct Landlord to instruct the Trustee to purchase Bonds in the open market in accordance with Section 10.6 of the Loan Agreement. Tenant must provide the Trustee money sufficient for that purposeSecond Title XI Financing, as described in that Section 10.6. (d) Pending application for such purposesapplicable, money paid by Tenant to the Trustee under this Section 9.1 shall be while held by the Trustee in a special account Company during (and only until completion of) the delivery of that money shall not operate to xxxxx or postpone payments of Base Rent otherwise becoming due or to alter or suspend any other obligations of Tenant prepayment offer process under this Lease Agreementparagraph 4A(2) (and in compliance with the terms of paragraph 4A(2)), shall be excluded from Debt.” 1. The delivery of those amounts by Tenant and their application to redemption of the Bonds or prepayment of the State Loan or LDI Loan shall effect a corresponding prepayment of the State Assistance Note3A new paragraph 5M is inserted, the State Loan Note, or the LDI Loan Note as applicable. Amounts delivered to the Trustee for application to the defeasance or purchase of Bonds shall not effect a prepayment of the State Assistance Note, however, payments of Base Rent with respect the State Assistance Note will terminate in accordance with Section 3.4 of this Exhibit E. (e) Landlord must give any required notice of redemption of the Bonds or prepayment of the State Loan or the LDI Loan, if directed by Tenant under this Section. (f) Tenant’s options under this Section 9.1 are subject to such additional conditions as may be required to be satisfied under the Trust Agreement and the Loan Agreement to effect the optional redemption, defeasance, or purchase of the Bonds or prepayment of the State Loan or the LDI Loan.follows: