4. The obligation of each Series 2021A Additional Purchaser to purchase and pay for the Series 2021A Notes to be sold to such Series 2021A Additional Purchaser at a Series 2021A Closing is subject to the fulfillment to such Series 2021A Additional Purchasers satisfaction, prior to the Series 2021A Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement with respect to the Series 2021A Notes to be purchased at such Series 2021A Closing as if each reference to 2020A Notes or Notes, Closing and Purchaser set forth therein was modified to refer to Series 2021A Notes, Series 2021A Closing and Series 2021A Additional Purchaser (each as defined in this Supplement) and to the following additional conditions:
(a) Except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be correct as of the applicable Series 2021A Closing Date (except for representations and warranties which apply to a specific earlier date which shall be true as of such earlier date or as of the date specified in Exhibit A to the extent such provision is superseded in Exhibit A) and the Company shall have delivered to each Series 2021A Additional Purchaser an Officers Certificate, dated the date of the applicable Series 2021A Closing Date certifying that such condition has been fulfilled.
(b) Contemporaneously with each Series 2021A Closing, the Company shall sell to each Series 2021A Additional Purchaser, and each Series 2021A Additional Purchaser shall purchase, the Series 2021A Notes to be purchased by such Series 2021A Additional Purchaser on such Series 2021A Closing Date as specified in Schedule A.
(c) In the case of the Second Series 2021A Closing, the transactions contemplated herein with respect to the First Series 2021A Closing shall have been consummated in accordance with the terms and provisions hereof, except to the extent of any failure of such transactions so to have been consummated that was caused by any failure of any Series 2021A Additional Purchaser to perform its obligations hereunder.
5. The terms of Section 8 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that, Sections 8.2, 8.3 and 8.5 of the Note Purchase Agreement shall be amended and restated in their entirety to read as follows:
Section 8.2. Optional Prepayments (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of the Notes, in an amount not less than $1,000,000, in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, so long as no Default or Event of Default shall then exist, at any time on or after the date that is six months prior to the Maturity Date of such Series of Notes the Company may, at its option, upon notice as provided below, prepay all or any part of such Series of Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date. The Company will give each holder of the applicable Series of Notes written notice of each optional