Common use of Notice of Optional Prepayment Clause in Contracts

Notice of Optional Prepayment. The Company shall give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company shall will give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such any optional prepayment of the Notes to each holder of the Notes not less than five Business Days prior to fifteen (15) days or more than sixty (60) days before the prepayment date fixed for prepayment, specifying: (a) such date (which shall be a scheduled interest payment date, specifying ); (b) that such prepayment date, is being made pursuant to Section 4.4; (c) the aggregate principal amount of the such holder’s Notes to be prepaid on such date, date with respect to each Series of Notes held by such holder; and (d) the interest to be paid on each such Note, accrued to the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B fixed for prepayment; and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated YieldMake-Maintenance Whole Amount with respect to the Series O Notes due in connection with such prepayment (calculated as if the date of such notice were the date of the prepaymentprepayment and, upon request, calculated in consultation with the holders of the Series O Notes), setting forth the details of such computation. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series O Notes a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount (as calculated in consultation with the holders of the Series O Notes) in respect of the Notes of such Yield-Maintenance Amount Series as of the specified prepayment date. Notice With respect to any such prepayment of prepayment having been given as aforesaidthe Series P Notes, the principal amount of holder or holders thereof at such time shall use good faith efforts to provide the Notes specified in such notice, together Company with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount Make-Whole Amount (if any) due in respect of such prepayment approximately two Business Days prior to the scheduled date of such prepayment (provided, however, that the failure of any such holder to so provide such notice shall not relieve the Company of the Notes obligation to be prepaid and the prepayment date to each Significant Holder which pay such Make-Whole Amount promptly at such later time as such holder shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by provide notice to the holders on or prior to the specified effective date) if Company of such condition is not satisfiedamount).

Notice of Optional Prepayment. The Company Lead Borrower shall give notify the holder Administrative Agent (and, in the case of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice prepayment of such a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Borrowing of LIBO Rate Loans, not less later than five 1:00 p.m., New York City time, three Business Days prior (or such shorter period to which the Administrative Agent may consent) before the date of prepayment, (ii) in the case of prepayment of a Borrowing of Base Rate Loans, not later than 4:00 p.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 4:00 p.m., New York City time, on the date of prepayment. Each such notice shall specify the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder each Borrowing or portion thereof to be prepaid prepaid. Each notice of prepayment pursuant to this Section shall be irrevocable, except that Lead Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on that date and that the day on which such prepayment is scheduled to be made occur, and, provided that (i) Lead Borrower reimburses each Lender pursuant to paragraph 4B Section 3.02 for any funding losses within five Business Days after receiving written demand therefor and (ii) the amount of Loans as to which such recovation applies shall be deemed converted to (or continued as, as applicable) Base Rate Loans in accordance with the provisions of Section 2.08 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a certificate of a Senior Financial Officer as accrued interest to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or extent required by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedSection 2.06.

Notice of Optional Prepayment. The Company Co-Issuers shall give the holder of each Shelf Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five 10 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Shelf Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Shelf Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Shelf Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance AmountAmount or Breakage Cost Obligation or other applicable prepayment compensation, if any, herein provided, shall become due and payable on such prepayment date. The Company Co-Issuers shall, on or before the day on which it gives they give written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Shelf Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto to the applicable Confirmation of Acceptance for such Significant Holder or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedCo-Issuers.

Notice of Optional Prepayment. CALCULATION OF YIELD MAINTENANCE --------------------------------------------------------------- AMOUNT. The Company shall will give the holder of each Note Noteholder, with respect to be prepaid each optional ------ prepayment pursuant to paragraph 4B irrevocable SECTION 3.2, (a) notice thereof at least 30 and not more - than 60 days prior to the date fixed for such prepayment (which notice may be revoked by written notice of such prepayment revocation not less than five two Business Days prior to the prepayment such date), specifying (i) such date of prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and the principal amount of the Notes - each Note held by such holder Noteholder so to be prepaid on that date prepaid, (ii) the amount of accrued -- interest payable to such Noteholder in respect of such prepayment, and that (iii) if --- such prepayment is to be being made pursuant to paragraph 4B and shall be accompanied by a certificate SECTION 3.2(b), the Company's estimate as of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Yield Maintenance Amount, if any, herein providedapplicable in respect of such prepayment, shall become due showing in reasonable detail the calculation thereof and payable on setting forth the Reinvestment Yield used in such calculation, and (b) if such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment is being made pursuant to paragraph 4BSECTION - 3.2(b), give telephonic further notice (a copy of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given be telefaxed by the Company may state that to each such prepayment notice is conditioned upon Noteholder concurrently with the effectiveness sending thereof) two Business Days prior to such date of other credit facilities or capital raisingprepayment, specifying such Yield Maintenance Amount, if any, showing in which case reasonable detail the calculation thereof and setting forth the Reinvestment Yield used in such notice may be revoked calculation. Each determination by the Company (set forth in any such notice furnished to a Noteholder of the Yield Maintenance Amount applicable in respect of a prepayment of Notes held by notice such Noteholder shall be subject to verification by such Noteholder; and any redetermination of such Yield Maintenance Amount by such Noteholder shall, in the holders on or prior to absence of manifest error, be conclusive and binding as between the specified effective date) if Company and such condition is not satisfiedNoteholder.

Notice of Optional Prepayment. The Company shall give the holder of each Note to be prepaid pursuant to either paragraph 4B 4C(l) or 4C(2) irrevocable written notice of such prepayment not less than five 10 Business Days prior to the prepayment date, specifying such prepayment date, . the aggregate principal amount of the Notes of such Series to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes of such Series held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4C. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and and, in the case of the Series A Notes, together with the Yield Maintenance Amount, if any, calculated as if the interest rate on such Series A Notes were 7.27% per annum and, in the case of the Series B Notes, together with the Yield-Maintenance Amount, if any, herein provided, calculated as if the interest rate on such Series B Notes were 6.56% per annum shall become due and payable on such prepayment datedate (in each case, notwithstanding anything in paragraph 10A to the contrary). The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B4C, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or the applicable Confirmation of Acceptance or by notice in writing to the Company. 4. Notwithstanding The last sentence of paragraph 4E of the foregoing, any notice of prepayment Note Agreement is hereby amended to read in its entirety as follows: "The Company shall prepay all of the Notes on the Control Change Prepayment Date of any holder which has timely accepted (or which has been deemed to have accepted) the offer of prepayment at a price equal to 100% of the principal amount of the Notes to be prepaid, plus accrued interest thereon to the Control Change Prepayment date plus the Yield-Maintenance Amount, if any, with respect to each Note to be prepaid, calculated as if the interest rate were in whole given by the case of the Series A Notes, 7.27%, and were in the case of the Series B Notes, 6.56%, notwithstanding anything in paragraph 10A to the contrary." 5. Prudential hereby consents to the Lien upon the properties and assets of the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company proposes to grant to Prudential Bank of America N.A. (by notice "B of A") and Wachovia Bank NA ("Wachovia") on a pro rata basis. 3 6. Paragraph 6A(iv) of the Note Agreement is hereby amended to the holders on or prior to the specified effective date) if such condition is not satisfied.read in its entirety as follows:

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Notes to each holder of the Notes not less than thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (a) such prepayment date; (b) that the prepayment is being made pursuant to Section 5.2 hereof; (c) the principal amount of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, ; (d) the interest to be paid on the prepayment date with respect to each such principal amount being prepaidNote, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as accrued to the date fixed for prepayment; and (e) the Company's calculation of an estimated YieldMake-Maintenance Amount Whole Amount, if any, (assuming the date of prepayment was the date of such notice) due in connection with such prepayment, accompanied by a copy of any applicable documentation used in connection with determining the Make-Whole Discount Rate in respect thereof. Such notice of prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior shall also certify all facts that are conditions precedent to any such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaidso given, the aggregate principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the YieldMake-Maintenance Whole Amount, if any, herein provided, and accrued interest thereon shall become due and payable on such the specified prepayment date. The Contemporaneously with such prepayment, the Company shallshall deliver to each holder of Notes, on or before as of the day on which it gives written notice specified prepayment date, the determination of the Make-Whole Amount referred to in the definition of "Make-Whole Amount" in Section 11.1 hereof (and previously delivered to the Company as provided for in such definition), accompanied by a copy of any applicable documentation likewise previously delivered to the Company and used in connection with determining the Make-Whole Discount Rate in respect of such prepayment. Interest on any overdue prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes and on any "Make-Whole Amount" to be prepaid and the prepayment date to each Significant Holder which paid in connection therewith, shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing be due to the Company. Notwithstanding date of payment, at the foregoing, any notice of prepayment of the Notes rate set forth in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedSection 1.1(b).

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Subordinated Notes to each holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment Subordinated Notes not less than five Business Days prior to thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (i) such date; (ii) the Section hereof under which the prepayment date, specifying such prepayment date, is to be made; (iii) the aggregate principal amount of the Notes each Subordinated Note to be prepaid on such date, ; (iv) the interest to be paid on each such Subordinated Note, accrued to the prepayment date with respect to such principal amount being prepaid, the principal amount fixed for payment; and (v) a reasonably detailed calculation of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Prepayment Compensation Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth if any, due in connection with such prepayment. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment and shall describe in detail each Trigger Event which shall have occurred on or prior to the details specified prepayment date. Notice of prepayment having been so given, the aggregate principal amount of the Subordinated Notes specified in such computationnotice, together with the Prepayment Compensation Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Subordinated Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Prepayment Compensation Amount as of the specified prepayment such date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in Each such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, certificate shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice be accompanied by a copy of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given applicable documentation utilized by the Company may state that in respect of such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedcalculation.

Notice of Optional Prepayment. (a) The Company Corporation shall give the holder of each Note to be prepaid irrevocable written notice of any prepayment pursuant to paragraph 4B irrevocable written notice of such prepayment or paragraph 11Q not less than five 15 nor more than 30 Business Days prior to the prepayment date, specifying such prepayment date, date (which shall be a Business Day) and the aggregate principal amount of the Notes to be prepaid on such dateNotes, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount and of the Notes held by such holder holder, to be prepaid on that such date and stating that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment 4B(a) or (calculated as if the date of such notice were the date of the prepaymentb), setting forth the details of such computation. Two Business Days prior to such prepaymentor paragraph 11Q, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment dateapplicable. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein providedwith respect thereto, shall become due and payable on such prepayment date. . (b) The Company Corporation shall, at least two Business Days prior to the prepayment date, give the holder of each Note facsimile notice (followed by overnight written notice) setting forth the estimated Yield-Maintenance Amount (for the purposes only of such estimate, the yields referred to in the definition of "Reinvestment Yield" shall be those reported three Business Days preceding the Settlement Date instead of the yields on the Business Day next preceding the Settlement Date) payable on such prepayment date together with its calculations thereof in reasonable detail, and further setting forth the accrued interest payable on such prepayment date. (c) The Corporation shall, on or before the day on which it gives prior to the prepayment date, give notice by facsimile followed by overnight written notice of any prepayment pursuant to paragraph 4Bthe actual Yield-Maintenance Amount (together with its calculations thereof in reasonable detail), give telephonic notice of principal and interest that the principal amount of the Notes to Corporation will be prepaid and paying on the prepayment date to each Significant Holder which shall have designated holder of a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedNote.

Notice of Optional Prepayment. The Company shall give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice as provided in Section 11I of such any prepayment pursuant to Section 4B not less than five Business Days 30 days and not more than 60 days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and stating that such prepayment is to be made pursuant to paragraph Section 4B and shall specifying (i) such prepayment date, (ii) the principal amount of the Notes, and of the Notes held by such holder, to be accompanied by prepaid on such date, and (iii) a certificate calculation of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection Amount, if any, with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior respect to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date date, and together with the Yield-Maintenance Amount, if any, herein providedAmount with respect thereto, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph Section 4B, give telephonic notice (confirmed in writing by facsimile transmission or overnight courier) of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder holder which shall have designated a recipient for of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding In addition, each holder of a Note shall receive, at least 2 Business Days prior to the foregoingdate scheduled for any such prepayment an Officers' Certificate (i) certifying that the conditions of Section 4B have been fulfilled and specifying the particulars, including, without limitation, a calculation in reasonable detail of the Yield-Maintenance Amount with attached copies of the source of market data by reference to which the Reinvestment Yield was determined, of such fulfillment and (ii) in the case of any notice of such prepayment that is a partial prepayment of the Notes, setting forth (a) the principal amount to be prepaid with respect to each of the Notes in whole given by and specifying how each such amount was determined, and (b) after giving effect to such partial prepayment the Company may state reduced amount to be prepaid with respect to each required payment thereafter becoming due with respect to the Notes under Section 4A and upon the maturity thereof, specifying how each such amount was determined, and certifying that such prepayment notice is conditioned upon reduction has been computed in accordance with such Section. If for any reason the effectiveness holder of other credit facilities or capital raisinga Note so to be prepaid, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.by

Notice of Optional Prepayment. MAKE-WHOLE COMPUTATIONS. The Company shall will give the each holder of each Note to be prepaid pursuant to paragraph 4B irrevocable Notes written notice of such each optional prepayment under Section 8.1 not less than five Business Days 30 days and not more than 60 days prior to the prepayment date, specifying date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment date(which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.1), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated YieldMake-Maintenance Whole Amount for the Notes of each series due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such YieldMake-Maintenance Whole Amount for the Notes of each series as of the specified prepayment date. Notice of prepayment having been given as aforesaid, If for any reason the principal amount Required Holders of the Notes specified in such noticeof either series, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the Company, object to such calculation of the Make-Whole Amount for the Notes of such series, the Make-Whole Amount for the Notes of such series calculated by such Required Holders and specified in such notice shall be final and binding upon the Company and the holders on or prior of the Notes of such series absent manifest error. If the Required Holders of the Notes of either series shall give the notice specified in the preceding sentence, the Company will forthwith provide copies of such notice to the specified effective date) if such condition is not satisfiedall other holders of outstanding Notes.

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Notes to each holder of Notes not less than thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (i) such date; (ii) that such prepayment is to be made pursuant to Section 4.2 of this Agreement; (iii) the principal amount of each Note to be prepaid pursuant on such date; (iv) the interest to paragraph 4B irrevocable written notice be paid on each such Note, accrued to the date fixed for payment; and (v) the calculation of an estimated Make-Whole Amount, if any (calculated as if the date of such notice was the date of prepayment), due in connection with such prepayment, accompanied by a copy of any applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of such prepayment. Notice of prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment datehaving been so given, the aggregate principal amount of the Notes to be prepaid on specified in such datenotice, together with the interest to be paid on Make-Whole Amount as of the specified prepayment date with respect to such principal amount being prepaidthereto, if any, and accrued interest thereon shall become due and payable U.S. RESTAURANT PROPERTIES OPERATING L.P. 18 NOTE PURCHASE AGREEMENT on the principal amount of the Notes held by such holder to be prepaid on that date and that such specified prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection date. Contemporaneously with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice accompanied by a copy of any prepayment pursuant to paragraph 4B, give telephonic notice applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedprepayment.

Notice of Optional Prepayment. The Company Lead Borrower shall give notify the holder Administrative Agent (and, in the case of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice prepayment of such a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Borrowing of LIBOTerm SOFR Rate Loans, not less later than five 1:00 p.m., New York City time, three Business Days prior (or such shorter period to which the Administrative Agent may consent) before the date of prepayment, (ii) in the case of prepayment of a Borrowing of Base Rate Loans, not later than 4:00 p.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 4:00 p.m., New York City time, on the date of prepayment. Each such notice shall specify the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder each Borrowing or portion thereof to be prepaid prepaid. Each notice of prepayment pursuant to this Section shall be irrevocable, except that Lead Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on that date and that the day on which such prepayment is scheduled to be made occur, and, provided that (i) Lead Borrower reimburses each Lender pursuant to paragraph 4B Section 3.02 for any funding losses within five Business Days after receiving written demand therefor and (ii) the amount of Loans as to which such recovation applies shall be deemed converted to (or continued as, as applicable) Base Rate Loans in accordance with the provisions of Section 2.08 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a certificate of a Senior Financial Officer as accrued interest to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or extent required by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedSection 2.06.

Notice of Optional Prepayment. The Company shall give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice (provided, that any such notice may state that it is conditioned upon the occurrence of any disposition or refinancing, the receipt of the proceeds of which are to be used for such prepayment, in each case as specified in such notice, in which case such notice may be revoked by the Company as a result of the non-occurrence of such disposition or refinancing by written notice to such holders delivered on or prior to the specified prepayment date) of any prepayment pursuant to paragraph 4B not less than five 10 Business Days prior to the prepayment datedate (which shall be a Business Day), specifying such prepayment date, date and the aggregate principal amount of the Notes to be prepaid on such dateNotes, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount and of the Notes held by such holder holder, to be prepaid on that such date and stating that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4B. Notice of prepayment having been given and not revoked as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with and, in the case of Fixed Rate Notes, the applicable Yield-Maintenance Amount, if any, herein providedand, in the case of Floating Rate Notes, the applicable Prepayment Premium, if any, and Breakage Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice by confirmed email transmission of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for of such notices in the Purchaser Schedule attached hereto to the relevant Confirmation of Acceptance or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company shall give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such any prepayment pursuant to 4B not less than five ten (10) Business Days prior to the prepayment date, specifying (i) such prepayment date, (ii) the aggregate principal amount of the Notes, and of the Notes held by such holder, to be prepaid on such date, (iii) that a premium may be payable, (iv) the interest to date when the Optional Prepayment Price will be paid on calculated, (v) the prepayment date with respect to such principal amount being prepaidestimated Optional Prepayment Price, the principal amount of the Notes held by such holder to be prepaid on that date and (vi) that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amountpremium, if any, herein provided, shall become due and payable on such prepayment date. The Company shall; provided, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4Bhowever, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders amounts shall not become due and payable if on or prior to the Determination Date each holder of a Note shall have received facsimile or telephonic notice (such telephonic notice to be immediately confirmed in writing) from the Company that the Company has determined not to make the scheduled optional prepayment, whereupon the respective rights and obligations of the parties hereunder shall continue as if the notice of optional prepayment referred to above had not been given. Two Business Days prior to the prepayment date specified effective date) in such notice, the Company shall provide each holder of a Note written notice by facsimile transmission of the premium, if any, payable in connection with such condition prepayment and, whether or not any premium is not satisfiedpayable, a reasonably detailed computation of the Optional Prepayment Price.

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Notes to each holder of each Note the Notes not less than thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (A) such date; (B) that such prepayment is being made pursuant to Section 4.4; (C) the principal amount of such holder's Notes to be prepaid pursuant on such date with respect to paragraph 4B irrevocable written each Series of Notes held by such holder; (D) the interest to be paid on each such Note, accrued to the date fixed for prepayment; and (E) the calculation of an estimated Make-Whole Amount, if any (assuming the date of prepayment was the date of such notice) due in connection with such prepayment with respect to each Series of Notes held by such holder, accompanied by a copy of the Applicable H.15 used in determining the Make- Whole Discount Rate in respect thereof. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Notice of prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment datehaving been so given, the aggregate principal amount of the Notes to be prepaid on specified in such datenotice, together with the Make-Whole Amount, if any, and accrued interest to be paid thereon shall become due and payable on the specified prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection date. Contemporaneously with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount accompanied by a copy of the Notes specified Applicable H.15 used in such notice, together with interest thereon to determining the prepayment date and together with the YieldMake-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices Whole Discount Rate in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedrespect thereof.

Notice of Optional Prepayment. The Company shall will give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such any optional prepayment of the Notes to each holder of the Notes not less than five Business Days prior to thirty (30) days or more than sixty (60) days before the prepayment date fixed for prepayment, specifying: (a) such date, specifying ; (b) that such prepayment date, is being made pursuant to Section 4.4; (c) the aggregate principal amount of the such holder’s Notes to be prepaid on such date, date with respect to each Series of Notes held by such holder; and (d) the interest to be paid on each such Note, accrued to the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B fixed for prepayment; and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated YieldMake-Maintenance Whole Amount with respect to the Series I Notes, the Series K Notes and the Series L Notes due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series K Notes and the Series L Notes a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount in respect of the Notes of such Yield-Maintenance Amount Series as of the specified prepayment date. Notice With respect to any such prepayment of prepayment having been given as aforesaidthe Series I Notes or the Series J Notes, the principal amount of holder or holders thereof at such time shall use good faith efforts to provide the Notes specified in such notice, together Company with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount Make-Whole Amount (if any) due in respect of such prepayment approximately two Business Days prior to the scheduled date of such prepayment (provided, however, that the failure of any such holder to so provide such notice shall not relieve the Company of the Notes obligation to be prepaid and the prepayment date to each Significant Holder which pay such Make-Whole Amount promptly at such later time as such holder shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by provide notice to the holders on or prior to the specified effective date) if Company of such condition is not satisfiedamount).

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Notes to each holder of Notes not less than thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (i) such date; (ii) that such prepayment is to be made pursuant to Section 4.2 of this Agreement; (iii) the principal amount of each Note to be prepaid pursuant on such date; (iv) the interest to paragraph 4B irrevocable written notice be paid on each such Note, accrued to the date fixed for payment; and (v) the calculation of an estimated Make-Whole Amount, if any (calculated as if the date of such notice was the date of prepayment), due in connection with such prepayment, accompanied by a copy of any applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of such prepayment. Notice of prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment datehaving been so given, the aggregate principal amount of the Notes to be prepaid on specified in such datenotice, together with the interest to be paid on Make-Whole Amount as of the specified prepayment date with respect to such principal amount being prepaidthereto, if any, and accrued interest thereon shall become due and payable on the principal amount of the Notes held by such holder to be prepaid on that date and that such specified prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computationdate. Two (2) Business Days prior to the making of such prepayment, the Company shall deliver to each holder of Notes by facsimile transmission a certificate of a Senior Financial Officer specifying the details of the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice accompanied by a copy of any prepayment pursuant to paragraph 4B, give telephonic notice applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedprepayment.

Notice of Optional Prepayment. The Company shall will give notice of any optional prepayment of the Notes to each holder of Notes not less than thirty (30) days nor more than sixty (60) days before the date fixed for prepayment, specifying: (i) the date fixed for such prepayment; (ii) the Section under which the prepayment is to be made and, if in respect of an IPO or a Total Asset Sale, providing a detailed description of such transaction; (iii) the principal amount of each Note to be prepaid pursuant on such date; (iv) the interest to paragraph 4B irrevocable written notice be paid on each such Note, accrued to the date fixed for prepayment; (v) the amounts and the due dates of the then remaining Required Principal Payments determined after giving effect to such prepayment; and (vi) the calculation (with details) of an estimated Make-Whole Amount, if any, (calculated as if the date of such notice was the date of prepayment) due in connection with such prepayment. Notice of prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment datehaving been so given, the aggregate principal amount of the Notes to be prepaid on specified in such datenotice, together with the interest to be paid on Make-Whole Amount as of the specified prepayment date with respect to such principal amount being prepaidthereto, if any, and accrued interest thereon shall become due and payable on the principal amount of the Notes held by such holder to be prepaid on that date and that such specified prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computationdate. Two (2) Business Days prior to the making of such prepayment, the Company shall deliver to each holder of Notes by facsimile transmission a certificate of a Senior Financial Officer specifying the details of the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company shall will give written notice of any optional prepayment of the Notes to each holder of each Note the Notes not less than thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (a) such date; (b) that such prepayment is being made pursuant to Section 4.4; (c) the principal amount of such holder’s Notes to be prepaid pursuant on such date with respect to paragraph 4B irrevocable written each Series of Notes held by such holder; (d) the interest to be paid on each such Note, accrued to the date fixed for prepayment; and (e) the calculation of an estimated Make-Whole Amount, if any (assuming the date of prepayment was the date of such notice) due in connection with such prepayment with respect to each Series of Notes held by such holder, accompanied by a copy of the Applicable H.15 used in determining the Make-Whole Discount Rate in respect thereof. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Notice of prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment datehaving been so given, the aggregate principal amount of the Notes to be prepaid on specified in such datenotice, together with the Make-Whole Amount, if any, and accrued interest to be paid thereon shall become due and payable on the specified prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection date. Contemporaneously with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount accompanied by a copy of the Notes specified Applicable H.15 used in such notice, together with interest thereon to determining the prepayment date and together with the YieldMake-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices Whole Discount Rate in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedrespect thereof.

Notice of Optional Prepayment. The Company Co-Issuers shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five 3 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes of such Series to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes of such Series held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B 4B, and shall be accompanied by a certificate of a Senior Financial Officer on behalf of the Co-Issuers as to the estimated YieldMake-Maintenance Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the YieldMake-Maintenance Whole Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shallTwo Business Days prior to such prepayment, on or before the day on which it gives written notice of any prepayment pursuant Co-Issuers shall deliver to paragraph 4B, give telephonic notice each holder of the principal amount Series of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice certificate of prepayment a Senior Financial Officer on behalf of the Notes in whole given by Co-Issuers specifying the Company may state that calculation of such prepayment notice is conditioned upon the effectiveness Make-Whole Amount as of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective prepayment date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company shall will give notice of each prepayment of the Amended Notes made pursuant to the provisions of Section 5.2 to each holder of Amended Notes (in the case of prepayments made pursuant to Section 5.2(a), Section 5.2(c), Section 5.2(d) and Section 5.2(e)) and to each Note holder of Amended Notes to be prepaid (in the case of prepayments made pursuant to paragraph 4B irrevocable written notice of such prepayment Section 5.2(b)), in each case not less than five Business Days prior to thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (a) such date; (b) the Section hereof under which the prepayment date, specifying such prepayment date, is to be made; (c) the aggregate principal amount of the Notes each Amended Note to be prepaid on such date, ; (d) the interest to be paid on the prepayment date with respect to each such principal amount being prepaidAmended Note, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as accrued to the date fixed for payment; and (e) a reasonably detailed calculation of an estimated YieldMake-Maintenance Amount in connection with such prepayment Whole Amount, if any (calculated as if the date of such notice were was the date of the prepayment), setting forth that would be due in connection with such prepayment. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Further, with respect to any prepayment made pursuant to Section 5.2(c), 5.2(d) or 5.2(e) hereof, the details notice required in the first sentence of this Section 5.3 shall be given within the time period specified to the extent practicable given the timing of the event or events triggering the obligations of the Company to make such computationprepayment. Two Business Days prior to Notice of prepayment having been so given, the aggregate principal amount of the Amended Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Contemporaneously with such prepayment, the Company shall deliver to each holder of Amended Notes to be prepaid a certificate of the Chairman, the Vice Chairman, a Senior Financial Officer Vice President, the Treasurer or the President of the Company specifying the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice accompanied by a copy of any prepayment pursuant to paragraph 4B, give telephonic notice applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedprepayment.

Notice of Optional Prepayment. The Company shall will give the holder of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice of such any optional prepayment of the Notes to each holder of the Notes not less than five Business Days prior to thirty (30) days or more than sixty (60) days before the prepayment date fixed for prepayment, specifying: (a) such date, specifying ; (b) that such prepayment date, is being made pursuant to Section 4.4; (c) the aggregate principal amount of the such holder's Notes to be prepaid on such date, date with respect to each Series of Notes held by such holder; and (d) the interest to be paid on each such Note, accrued to the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B fixed for prepayment; and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated YieldMake-Maintenance Whole Amount with respect to the Series I Notes, the Series K Notes and the Series L Notes due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series K Notes and the Series L Notes a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount in respect of the Notes of such Yield-Maintenance Amount Series as of the specified prepayment date. Notice With respect to any such prepayment of prepayment having been given as aforesaidthe Series I Notes or the Series J Notes, the principal amount of holder or holders thereof at such time shall use good faith efforts to provide the Notes specified in such notice, together Company with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount Make- Whole Amount (if any) due in respect of such prepayment approximately two Business Days prior to the scheduled date of such prepayment (provided, however, that the failure of any such holder to so provide such notice shall not relieve the Company of the Notes obligation to be prepaid and the prepayment date to each Significant Holder which pay such Make-Whole Amount promptly at such later time as such holder shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by provide notice to the holders on or prior to the specified effective date) if Company of such condition is not satisfiedamount).

Notice of Optional Prepayment. The Company shall will give notice of each prepayment of the Amended Notes made pursuant to the provisions of Section 5.2 to each holder of Amended Notes (in the case of prepayments made pursuant to Section 5.2(a), Section 5.2(c), Section 5.2(d) and Section 5.2(e)) and to each Note holder of Amended Notes to be prepaid (in the case of prepayments made pursuant to paragraph 4B irrevocable written notice of such prepayment Section 5.2(b)), in each case not less than five Business Days prior to thirty (30) days or more than sixty (60) days before the date fixed for prepayment, specifying: (a) such date; (b) the Section hereof under which the prepayment date, specifying such prepayment date, is to be made; (c) the aggregate principal amount of the Notes each Amended Note to be prepaid on such date, ; (d) the interest to be paid on the prepayment date with respect to each such principal amount being prepaidAmended Note, the principal amount of the Notes held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as accrued to the date fixed for payment; and (e) a reasonably detailed calculation of an estimated YieldMake-Maintenance Amount in connection with such prepayment Whole Amount, if any (calculated as if the date of such notice were was the date of the prepayment), setting forth that would be due in connection with such prepayment. Such notice of prepayment shall also certify all facts that are conditions precedent to any such prepayment. Further, with respect to any prepayment made pursuant to Section 5.2(c), 5.2(d) or 5.2(e) hereof, the details notice required in the first sentence of this Section 5.3 shall be given within the time period specified to the extent practicable given the timing of the event or events triggering the obligations of the Company to make such computationprepayment. Notice of prepayment having been so given, the aggregate principal amount of the Amended Notes specified in such notice, together with the Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the specified prepayment date. Two (2) Business Days prior to the making of any such prepayment, the Company shall deliver to each holder of Amended Notes to be prepaid a certificate of the Chairman, the Vice Chairman, a Senior Financial Officer Vice President, the Treasurer or the President of the Company specifying the calculation of such YieldMake-Maintenance Whole Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice accompanied by a copy of any prepayment pursuant to paragraph 4B, give telephonic notice applicable documentation used in connection with determining the Make-Whole Discount Rate in respect of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedprepayment.

Notice of Optional Prepayment. The Company shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five 10 Business Days prior to the prepayment datedate (which shall be a Business Day), specifying such prepayment date, date and the aggregate principal amount of the Notes of such Series, and the Notes of such Series held by such holder, to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder to be prepaid on that date and stating that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein providedwith respect thereto, shall become due and payable on such prepayment datedate and subject only to consummation of a financing or other transaction (a “Payoff Transaction”) described in reasonable detail therein. The Company shall keep each applicable holder of Notes reasonably and timely informed of (x) any deferral of the closing of a Payoff Transaction, (y) the date on which such Payoff Transaction and the prepayment are expected to occur and (z) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the prepayment notice given pursuant to this paragraph 4C in respect of such proposed prepayment shall be deemed rescinded); provided that, in any event, the Company shall give the applicable holders of the Notes no less than three Business Days’ prior notice of such prepayment. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder holder of the Notes that is an Institutional Investor which shall have designated a recipient for of such notices in the Purchaser Schedule attached hereto or the applicable Confirmation of Acceptance or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than five Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes of such Series to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes of such Series held by such holder to be prepaid on that date and that such prepayment is to be made pursuant to paragraph 4B and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Yield- Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto (in the case of the Series D Notes), in the most recent Purchaser Schedule for such Significant Holder (in the case of all other Series of Notes) or by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfied.

Notice of Optional Prepayment. The Company Lead Borrower shall give notify the holder Administrative Agent (and, in the case of each Note to be prepaid pursuant to paragraph 4B irrevocable written notice prepayment of such a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a Borrowing of LIBO Rate Loans, not less later than five 1:00 p.m., New York City time, three Business Days prior (or such shorter period to which the Administrative Agent may consent) before the date of prepayment, (ii) in the case of prepayment of a Borrowing of Base Rate Loans, not later than 4:00 p.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 4:00 p.m., New York City time, on the date of prepayment. Each such notice shall specify the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the principal amount of the Notes held by such holder each Borrowing or portion thereof to be prepaid prepaid. Each notice of prepayment pursuant to this Section shall be irrevocable, except that Lead Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on that date and that the day on which such prepayment is scheduled to be made occur, and, provided that (i) Lead Borrower reimburses each Lender pursuant to paragraph 4B Section 3.02 for any funding losses within five Business Days after receiving written demand therefor and (ii) the amount of Loans as to which such revocation applies shall be deemed converted to (or continued as, as applicable) Base Rate Loans in accordance with the provisions of Section 2.08 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a certificate of a Senior Financial Officer as accrued interest to the estimated Yield-Maintenance Amount in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or extent required by notice in writing to the Company. Notwithstanding the foregoing, any notice of prepayment of the Notes in whole given by the Company may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Company (by notice to the holders on or prior to the specified effective date) if such condition is not satisfiedSection 2.06.