Common use of Optional Prepayments with Make-Whole Amount Clause in Contracts

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-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 Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the NotesSeries, in an amount not less than 1020% of the aggregate principal amount of such Series of the Notes of any Series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of each Series of the Notes to be prepaid on such date, the principal amount of each Note of each Series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes to be prepaid 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 Notes (if no Event of Default then exists) or the NotesNotes without regard to Series (if an Event of Default then exists), in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but or the entire outstanding amount of any Series being prepaid in full if such amount is less than 10% of the aggregate principal amount of the Notes then outstanding) in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of and the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate a principal amount of such Series $1,000,000 in the case of Dollar-denominated Notes, £1,000,000 in the case of Sterling-denominated Notes, €1,000,000 in the case of Euro-denominated Notes then outstanding (but if and A$1,000,000 in the case of Australian Dollar-denominated Notes, and integral multiples of $100,000, £100,000, €100,000 and A$100,000, respectively, in excess thereof in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount and Swap Reimbursement Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 9.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.39.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount and any Swap Reimbursement 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount and any Swap Reimbursement Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, if the scheduled prepayment date for the prepayment of any Note pursuant to this Section 8.2 is 90 days or less from its scheduled maturity date, then no Make-Whole Amount shall be due and payable in connection with such prepayment.

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the NotesSeries, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes of any Series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of each Series of the Notes to be prepaid on such date, the principal amount of each Note of each Series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes to be prepaid 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Subject to the terms of Section 8.2(b), the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), 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. The Company will give each holder of the Notes of each applicable Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amountamount of each Note then outstanding to be prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 10% US$1,000,000 (and in integrals of the aggregate principal amount of such Series of the Notes then outstanding (but if US$500,000) in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-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 Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Prior to the date that is three Business Days before the prepayment date specified in a prepayment notice delivered pursuant to this Section 8.2, by written notice to each holder of Notes, the Issuer may revoke such notice of prepayment or postpone the prepayment date specified therein to a later date specified in such written notice; provided, however, the Issuer may revoke a notice of prepayment or postpone the prepayment date specified therein only in the event that the Issuer has notified the holders of Notes that it intends to make such prepayment using the proceeds of the incurrence of Financial Indebtedness under a financing facility that is not currently in effect and such refinancing fails to close or, in the case of a postponement of the prepayment date only, the closing of such refinancing is postponed to a date falling after the prepayment date specified in such notice.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and 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 or would arise as a result thereof, no Make-Whole Amount shall be required in respect of the prepayment of any Note made pursuant to this Section 8.2 within 60 days of the Maturity Date thereof. The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-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 Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series series of Notes in proportion to the aggregate principal amount outstanding of each tranche all series of such SeriesNotes), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series each series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 At least two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series then outstanding of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.6), 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 amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 15 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its their 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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Obligors will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Obligors and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 Obligors shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if amount, in the case of a partial prepayment, then against each tranche within such Series not less than the lesser of Notes in proportion to 5% of the aggregate principal amount of the Notes then outstanding of each tranche of such Series), and [***] at a redemption price equal to (i) 100% of the principal amount so prepaid, together with plus (ii) accrued and unpaid interest accrued thereon on the Notes being redeemed to the redemption date of such prepayment, plus (iii) the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series Holder of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such holder Holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were [***] Confidential Treatment Requested 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 the Series Holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Subject to Section 8.4 below, the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part ofpart, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with plus accrued interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount Amount, if any, determined for as of the prepayment date with respect to such the principal amountamount of the Notes being prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its their 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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount plus the LIBOR Breakage Amount (unless the date of prepayment is an Interest Payment Date) determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 Obligors shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. Waste Connections, Inc. Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. (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, the Bonds or any Series series or tranche of the NotesBonds, in an amount not less than 10% of the aggregate principal amount of the Bonds or such Series series or tranche of the Notes Bonds then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes Bonds to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten (10) days and not more than 60 forty-five (45) days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount and series or tranche of the Series of the Notes Bonds to be prepaid on such date, the principal amount of each Note Bond held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes Bonds to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, Notes in an amount not less than 10% of $2,000,000 in the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 the Notes of each Series (but if in part, in integral multiples of the Notes, $100,000 and in an amount not less than 10% of the aggregate principal $1,000,000 or such lesser amount of such Series of the Notes as shall then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Seriesbe outstanding), at 100% of the principal amount so prepaid, together with accrued unpaid interest accrued thereon to the date of on such prepaymentamount, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes of a Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 8.3 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such dateprepayment date (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of an Officer's Certificate signed by a Senior Financial Officer as to the estimated Make-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 the Notes of a Series of Notes to be prepaid a certificate of an Officer's Certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% $5,000,000 of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, prepayment plus the applicable Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days 20 days, and not more than 60 days days, prior to the date fixed for such prepayment. Each such notice shall specify such dateprepayment date (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 the Notes of each Series (but if in part, in integral multiples of the Notes, $100,000 and in an amount not less than 10% of the aggregate principal $1,000,000 or such lesser amount of such Series of the Notes as shall then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Seriesbe outstanding), at 100% of the principal amount so prepaid, together with accrued unpaid interest accrued thereon to the date of on such prepaymentamount, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes of a Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 8.3 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such dateprepayment date (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of an Officer’s Certificate signed by a Senior Financial Officer as to the estimated Make-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 the Notes of a Series of Notes to be prepaid a certificate of an Officer’s Certificate signed by a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% $1,000,000, or any larger multiple of the aggregate principal amount of such Series of the Notes then outstanding (but if $100,000, in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the series and aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amounts due in connection with such prepayment (calculated by series and 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount Amounts as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the 2024 Bonds of any Series of the Notesseries, in an amount not less than ten percent (10% %) of the aggregate principal amount of the 2024 Bonds of such Series of the Notes series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest accrued thereon to the date of such prepaymentthereon, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of the Series 2024 Bonds of Notes to be the series being prepaid written notice notice, with a copy to the Trustee, of each optional prepayment under this Section 8.2 2.03 not less than 10 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment unless the Company and the Holders of more than fifty percent (50%) of the principal amount of the 2024 Bonds of the series being prepaid then outstanding agree in writing to another time period. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 2024 Bonds of the Notes to be series being prepaid on such date, the principal amount of each Note 2024 Bond of such series held by such holder Holder to be prepaid (determined in accordance with Section 8.32.03(a)), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount with respect to the 2024 Bonds to be prepaid 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder Holder of the Series of Notes to be prepaid 2024 Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding anything contained in this Section 2.03, if and so long as any Event of Default or Bond Repurchase Event shall have occurred and be continuing, any partial prepayment of the 2024 Bonds by series shall be allocated among all of the 2024 Bonds of all series of 2024 Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Optional Prepayments with Make-Whole Amount. (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 TYY 2008 Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the TYY 2008 Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 Tortoise Energy Capital Corporation First Supplement to Master Note Purchase Agreement with respect to such principal amount. The Company will give each holder of the Series of TYY 2008 Notes to be prepaid written notice of each optional prepayment under this Section 8.2 7.1 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series of the TYY 2008 Notes to be prepaid on such date, the principal amount of each TYY 2008 Note held by such holder to be prepaid (determined in accordance with Section 8.37.2 of this Supplement), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of TYY 2008 Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time allall of the Notes, or from time to time any part of, any Series of the Notes, Notes in an amount not less than 10% $5,000,000 of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, prepayment plus the Make-Whole Amount applicable Make‑Whole Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days 20 days, and not more than 60 days days, prior to the date fixed for such prepayment. Each such notice shall specify such dateprepayment date (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Make‑Whole Amount, if any, 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the applicable Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. Notwithstanding the foregoing, the Company may not prepay any Series of Notes pursuant to this Section 8.2 if a Default or Event of Default shall exist or would result from such optional prepayment unless all Notes at the time outstanding are prepaid on a pro rata basis. The Company will give each holder of Notes of the Series of Notes to be prepaid (with a copy to each other holder of Notes) written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of each Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuers may, at its their 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 105 % of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (unless such prepayment is made within 30 days of the Maturity Date of the respective Series of Notes to be prepaid, in which case no Make-Whole Amount will be payable). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice Lineage Logistics, LLC Note Purchase Agreement were the date of the prepayment), setting forth the details of such computation; provided that, notwithstanding anything herein to the contrary, any such notice delivered pursuant to this Section 8.2 may state that such notice is conditioned upon the effectiveness of or receipt of proceeds of other Indebtedness which will be utilized to prepay the Notes in connection with the Issuers exercising their prepayment rights under this Section 8.2, in which case such notice may be revoked by the Company (by notice to the holders of Notes on or prior to the date that is 5 Business Days in advance of the date fixed for such prepayment) if such condition is not expected to be satisfied. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Borrower may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series of the Notesone or more Series, in an amount not less than 10% $3,500,000 or a whole multiple of $500,000 in excess thereof, or if less, the aggregate entire principal amount of such Series of the Notes thereof then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)outstanding, at 100% of the principal amount so prepaid, together with unpaid interest accrued thereon to the date of such prepayment, plus and, if such prepayment occurs on or prior to the date that is one-hundred twenty (120) days prior to the Maturity Date for such Series of Notes, the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Borrower will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 7.2 not less than 10 twenty (20) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment (unless the Borrower and the Required FRN Holders agree to another time period). Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.37.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer an Officer’s Certificate as to the estimated Make-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 (2) Business Days prior to such prepayment, the Company Borrower shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer an Officer’s Certificate specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount Amount, if any, 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. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such prepayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Company in the event such refinancing is not consummated, provided that such notice of revocation is in writing and no notice of prepayment may be revoked after the third Business Day prior to the date specified in such notice of prepayment for the prepayment of the Notes. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a one of its Senior Financial Officer Officers specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, if the scheduled prepayment date for the prepayment of any Note pursuant to this Section 8.2 is 15 days or less from its Maturity Date, then no Make-Whole Amount shall be due and payable in connection with such prepayment.

Optional Prepayments with Make-Whole Amount. (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 the Notes of the Notesall Series, in an amount not less than 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), 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 the principal amountamount to be prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of all Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon and, subject to the date of such prepaymentparagraph (b) below, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount Amount, if any, as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series then outstanding of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.6), 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 amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 15 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the applicable Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. Notwithstanding the foregoing, the Company may not prepay any Series of Notes pursuant to this Section 8.2 if a Default or Event of Default shall exist or would result from such optional prepayment unless all Notes at the time outstanding are prepaid on a pro rata basis. The Company will give each holder of Notes of the Series of Notes to be prepaid (with a copy to each other holder of Notes) written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of each Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, if the scheduled prepayment date for the prepayment of any Note pursuant to this Section 8.2 is 90 days or less from its scheduled maturity date, then no Make-Whole Amount shall be due and payable in connection with such prepayment.

Optional Prepayments with Make-Whole Amount. (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 10% $1,000,000 (and otherwise in multiples of the aggregate principal amount of such Series of the Notes then outstanding (but if $100,000) in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, applicable to each Note to be prepaid, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount for each Series of 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. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount of each Note that is then being so prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and any other information required to be delivered under the terms of the Indenture or the Mortgage, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.4), 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 amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the Notesone or more Series, in an amount not less than 10% $5,000,000 or a whole multiple of $500,000 in excess thereof, or if less, the aggregate entire principal amount of such Series of the Notes thereof then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)outstanding, at 100% of the principal amount so prepaid, together with unpaid interest accrued thereon to the date of such prepayment, plus and, if such prepayment occurs on or prior to the date that is one-hundred twenty (120) days prior to the Maturity Date for such Series of Notes, the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 twenty (20) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment (unless the Company and the Required Holders agree to another time period). Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer an Officer’s Certificate as to the estimated Make-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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer an Officer’s Certificate specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the 2020 Bonds of any Series of the Notesseries, in an amount not less than ten percent (10% %) of the aggregate principal amount of the 2020 Bonds of such Series of the Notes series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest accrued thereon to the date of such prepaymentthereon, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of the Series 2020 Bonds of Notes to be the series being prepaid written notice notice, with a copy to the Trustee, of each optional prepayment under this Section 8.2 2.03 not less than 10 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment unless the Company and the Holders of more than fifty percent (50%) of the principal amount of the 2020 Bonds of the series being prepaid then outstanding agree in writing to another time period. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 2020 Bonds of the Notes each series to be prepaid on such date, the principal amount of each Note 2020 Bond of such series held by such holder Holder to be prepaid (determined in accordance with Section 8.32.03(a)), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount with respect to each series of 2020 Bonds to be prepaid 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder Holder of the Series of Notes to be prepaid Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding anything contained in this Section 2.03, if and so long as any Event of Default or Bond Repurchase Event shall have occurred and be continuing, any partial prepayment of the 2020 Bonds by series shall be allocated among all of the 2020 Bonds of all series of 2020 Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Optional Prepayments with Make-Whole Amount. (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 series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 9.2 not less than 10 ten days and not more than 60 sixty days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 16. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series such series of the Notes to be prepaid on such date, the principal amount of each Note of such series held by such holder to be prepaid (determined in accordance with Section 8.39.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount (if any) for such 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Any notice of optional prepayment under this Section 9.2 may state that such prepayment shall be conditional upon the receipt by the Company, on or prior to the date fixed for such prepayment, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to prepay such Notes. In the event that such notice of optional prepayment contains such a condition and such money is not so received, the prepayment shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of optional prepayment was given, that such money was not so received and such prepayment was not required to be made, and the Company shall promptly return to the Purchasers of the Notes to have been redeemed any of such Notes which had been surrendered for payment upon such redemption.

Optional Prepayments with Make-Whole Amount. (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 105% of the original aggregate principal amount of such Series of the Notes then outstanding (but if to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series Notes of the Notes applicable tranche to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes (without regard to Series) then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be being so prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. Agree Limited Partnership Uncommitted Master Note Facility

Optional Prepayments with Make-Whole Amount. (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 10$1,000,000 in aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the aggregate principal amount of such Series of the Notes then outstanding so prepaid (but if in the case of a partial prepayment, then against each tranche within such Series series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, series) together with interest accrued thereon to the date of such prepayment, plus prepayment and the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 8.3 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series each series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note that is then being so prepaid. The Company will give each holder of the Series Holder of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment, unless the Company and the Required Holders agree to another time period pursuant to Section 16. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such holder Holder to be prepaid (determined in accordance with Section 8.3), and any other information required to be delivered under the terms of the Indenture or the Mortgage, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Make‑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 the Series Holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% $1,000,000 (and in an integral multiple of $100,000) of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amountamount of each Note then outstanding of the applicable Series to be prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% $1,000,000 in the case of Dollar denominated Notes, £1,000,000 in the aggregate principal amount case of such Series Sterling denominated Notes and €1,000,000 in the case of the Notes then outstanding (but if Euro denominated Notes, and integral multiples of $100,000, £100,00 or €100,000, respectively, in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, applicable to each Note to be prepaid, determined for the prepayment date with respect to such principal amount, plus, with respect to any Swapped Notes, any applicable Net Loss (if any) and less any applicable Net Gain (if any). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount for each Series of 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. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and any other information required to be delivered under the terms of the Indenture or the Mortgage, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its their 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 10% of the original aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepaymentprepayment (or such lesser amount as shall be required to effect a partial prepayment resulting from an offer of prepayment pursuant to Section 10.5, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Serieswhich is without any Make-Whole Amount), 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 amountamount of each Note then outstanding. The Company Obligors will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 20 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 Obligors shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company EUR Issuer 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 105 % of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (unless such prepayment is made within 30 days of the Maturity Date of the respective Series of Notes to be prepaid, in which case no Make-Whole Amount will be payable). The Company EUR Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the EUR Issuer and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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; provided that, notwithstanding anything herein to the contrary, any such notice delivered pursuant to this Section 8.2 may state that such notice is conditioned upon the effectiveness of or receipt of proceeds of other Indebtedness which will be utilized to prepay the Notes in connection with the EUR Issuer exercising their prepayment rights under this Section 8.2, in which case such notice may be revoked by the EUR Issuer (by notice to the holders of Notes on or prior to the date that is 5 Business Days in advance of the date fixed for such prepayment) if such condition is not expected to be satisfied. Two Business Days prior to such prepayment, the Company EUR Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to and the date of such prepayment, plus the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make-Whole Amount shall be due if such Notes are prepaid during the last sixty (60) days of the term of such Notes). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Make‑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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the NotesSeries, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes of any Series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of each Series of the Notes to be prepaid on such date, the principal amount of each Note of each Series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes to be prepaid 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, no Make-Whole Amount shall be due in connection with any prepayment of the Series A Notes pursuant to this Section 8.2 during the last 90 days prior to the maturity of the Series A Notes.

Optional Prepayments with Make-Whole Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part ofpart, any Series of the Notes, in an amount not less than 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, prepaid plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. In the event the Company shall incorrectly compute the Make-Whole Amount payable in connection with any Note to be prepaid pursuant to this Section 8.2, the holder of such Note shall not be bound by such incorrect computation, but instead, shall be entitled to receive an amount equal to the correct Make-Whole Amount, if any, computed in compliance with the terms of this Agreement. UTi Worldwide Inc. Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part Oaktree Capital Management, L.P. Note and Guaranty Agreement of, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepayment, unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal $1,000,000 (or such lesser amount of such Series of the Notes then outstanding (but if in the case of as shall be required to effect a partial prepayment, then against each tranche within such Series prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, Notes in an amount not less than 10% of $2,000,000 in the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount (provided that no Make-Whole Amount shall be due if the Notes are prepaid in full during the 90 day period immediately preceding and ending on the scheduled maturity date of the Notes). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company may, at its option, upon notice as provided belowbelow and allocated as provided in Section 8.3, prepay at any time all, or from time to time any part of, the Notes of any Series of the Notesseries, in an amount not less than 10% $1,000,000 (and integral multiples of the aggregate principal amount of such Series of the Notes then outstanding (but if $100,000 in excess thereof) in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount of such series of Notes to be so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the holders of more than 50% of the principal amount of the Notes of such series to be prepaid then outstanding agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series such series of the Notes to be prepaid on such date, the principal amount of each Note of such series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its their option, upon notice as provided below, prepay at any time time, all, or from time to time any part of, the Notes of any Series of the NotesSeries, in an amount not less than 10% $2,000,000 (or, with respect to any Series of Notes denominated in Euros, the equivalent amount in Euros) in the aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.4), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the any applicable Make-Whole Amount or other premium determined for the prepayment date with respect to such principal amountamount of each Note then outstanding of the applicable Series to be prepaid and (without duplication), with respect to any Swapped Notes, any applicable Swap Indemnification Amount. The Company Obligors will give each holder of Notes of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 thirty (30) days and not more than 60 sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount or other premium 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, provided that, with respect to any Swapped Notes, such estimated Make-Whole Amount need not include an estimate of the applicable Swap Indemnification Amount to the extent included in the determination thereof. Two (2) Business Days prior to such prepayment, the Company Obligors shall deliver to each holder of Notes of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 10% a minimum of the aggregate principal amount of such Series $1,000,000 for any one occurrence and in integral multiples of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)$1,000,000, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Any partial prepayment of the Notes pursuant to this Section 8.2 shall be applied in satisfaction of the required payments of principal thereof (including the required payments of principal thereof due upon the maturity thereof) in the inverse order of their scheduled due dates.

Optional Prepayments with Make-Whole Amount. (a) The Except as otherwise set forth in this Section 8.2, 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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in part then in a minimum principal amount of $500,000), the case outstanding Notes of a partial prepayment, then against each tranche within any Series on any interest payment date for the Notes of such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with and accrued interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note of the applicable Series then outstanding. If at the time of any proposed prepayment, any Default or Event of Default shall exist then such prepayment shall be made pro rata among all Series of Notes (and pro rata among each tranche of each Series of Notes) then outstanding. The Company will give each holder of Notes of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes and each Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Subject to the terms of Section 8.2(b), the Company or the Parent Issuer, as applicable, may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Make‑Whole Amount plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note, determined for the prepayment date with respect to such principal amount. The Company or the Parent Issuer, as applicable, will give each holder of the Notes of each applicable Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 or Parent Issuer, as applicable, shall deliver to each holder of Notes of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Make‑Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day and if such date shall not be specified in such notice, the date shall be the first Business Day after the 45th day after the date of such notice), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate Artisan Partners Holdings LP Note Purchase Agreement of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series of the NotesSeries, in an amount not less than 105% of the aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make-Whole Amount shall be due if such Notes are prepaid during the last 30 days prior to the Maturity Date of such Notes); provided, however, that the Issuer may prepay all or any part of any Series (rather than all or any part of all Series) of Notes only so long as no Default or Event of Default shall have occurred and be continuing. The Company Issuer will give each holder of the such Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the and Series 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 8.3), ) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount Amount, if any, for such 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. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such prepayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Issuer in the event such refinancing is not consummated; provided that such notice of revocation is in writing. Two Business Days prior to such prepayment, the Company Issuer shall deliver to each holder of the such Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount Amount, if any, as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepayment, unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Oaktree Capital Management, L.P. Note and Guaranty Agreement 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to to, in such Senior Financial Officer’s sole discretion, either (a) the estimated Make-Whole Amount due in connection with such prepayment or (calculated as if b) the date of Make-Whole Amount due in connection with such notice were the date of the prepayment), in each case setting forth the details of such computation. Two To the extent that an estimated Make-Whole Amount is included in such certificate of a Senior Financial Officer, then two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such the Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after April 1, 2040 the Company may, at its option, upon notice as provided below, prepay all or any part of the Notes at 100% of the principal amount so prepaid, together with accrued interest to the prepayment date. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuers may, at its their 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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if $1,000,000 in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Issuers will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall Northeast Ohio Natural Gas Corp., et. al. Note Purchase Agreement specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 Issuers shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. In the event that the holders of the Notes disagree with the determination of the Issuers of the Make-Whole Amount at any time not later than five Business Days subsequent to the making of any prepayment pursuant to this Section 8.2(a) the determination of the holders shall be binding upon all parties, absent manifest error. In the event the determination by the holders is greater than the determination by the Issuers, the Issuer shall pay the additional unpaid amount within two Business Days after receiving written notice thereof from the holders (but in no event prior to the scheduled date of prepayment) and in the event the Make-Whole Amount determined by the holders is less than the amount determined by the Issuers, the Issuers shall pay such lesser amount to the holders in the event the Issuer has received written notice thereof prior to the scheduled date of prepayment and in the event the Issuers receive notice thereof subsequent to the prepayment, the holders, on a pro rata basis, shall repay the excess amount to the Issuers within two Business Days after the holders have given notice thereof to the Issuers.

Optional Prepayments with Make-Whole Amount. (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, the 2019 Bonds of any Series of the Notesseries, in an amount not less than ten percent (10% %) of the aggregate principal amount of the 2019 Bonds of such Series of the Notes series to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest accrued thereon to thereon, and the date of such prepayment, plus the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of the Series 2019 Bonds of Notes to be the series being prepaid written notice notice, with a copy to the Trustee, of each optional prepayment under this Section 8.2 2.03 not less than 10 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment unless the Company and the Holders of more than fifty percent (50%) of the principal amount of the 2019 Bonds of the series being prepaid then outstanding agree in writing to another time period. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 2019 Bonds of the Notes each series to be prepaid on such date, the principal amount of each Note 2019 Bond of such series held by such holder Holder to be prepaid (determined in accordance with Section 8.32.03(a)), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Make‑Whole Amount with respect to each series of 2019 Bonds to be prepaid 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder Holder of the Series of Notes to be prepaid Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date. Notwithstanding anything contained in this Section 2.03, if and so long as any Event of Default or Bond Repurchase Event shall have occurred and be continuing, any partial prepayment of the 2019 Bonds by series shall be allocated among all of the 2019 Bonds of all series of 2019 Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Optional Prepayments with Make-Whole Amount. (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 NotesNotes of any series, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes of such series then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to and the date of such prepayment, plus the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amount; provided that the Company may prepay the entire unpaid principal amount of the Notes together with accrued interest thereon to the prepayment date selected by the Company, but without payment of any Make-Whole Amount with respect thereto, so long as no Default or Event of Default has occurred and is continuing and such prepayment date is within forty-five (45) days of the Maturity Date. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.6), and the accrued interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Make‑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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date.. Atlantica Yield plc Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the Notes(but, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series in an amount not less than $1,000,000 of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Seriesthe Notes then outstanding), at 100% of the principal amount so prepaid, together with the interest so 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, however, that the Company may prepay all or any part of any Series (rather than all or any part of all Series) of Notes only so long as (a) no Default or Event of Default shall have occurred and be continuing and (b) such prepayment is not in connection with any solicitation by the Company of any consent, waiver, amendment or other similar transaction from any holder of Notes pursuant to Section 17. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series of the Notes Notes, designated by Series, if applicable, to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth in each case the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount with respect to each Series of Notes as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The At any time prior to August 5, 2029 with respect to the 2029 Notes, and June 5, 2034 with respect to the 2034 Notes, 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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series the series of the Notes proposed to be prepaid then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount (provided that no Make-Whole Amount shall be due if the Notes are prepaid during the 90-day period with respect to the Series A Notes, or the 180-day period with respect to the Series B Notes, immediately preceding and ending on the applicable Maturity Date thereof), provided, further, that if (i) a Default or Event of Default has occurred and is continuing at the time of such notice provided or on the date set for prepayment or (ii) a Default or an Event of Default would result from making such prepayment, then such prepayment pursuant to this Section 8.2 must be made on a pro rata basis to the holders of all Notes at the time outstanding (without regards to series). The Company will give each holder of the Series series of Notes proposed to be prepaid written notice of each such optional prepayment under this Section 8.2 not less than 10 20 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the series and aggregate principal amount of the Series such series of the Notes to be prepaid on such date, the principal amount of each Note of such series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that in the event such prepayment pursuant to this Section 8.2 occurs on or after (a) July 2, 2017 in the case of the Series A Notes and (b) October 1, 2019 in the case of the Series B Notes may be prepaid at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment, but without Make-Whole Amount or other premium. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Parent Guarantor and the Company as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Parent Guarantor and the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. Essex Portfolio, L.P. Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. (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 the Series of the 2009C Notes, of any tranche in an amount not less than 10% of the original aggregate principal amount of the Series 2009C Notes of such Series of the Notes then outstanding (but if tranche to be prepaid in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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 amountamount of each Series 2009C Note of such tranche then outstanding. The Company will give each holder of the Series 2009C Notes of Notes to be prepaid such tranche written notice of each optional prepayment under this Section 8.2 8.9 not less than 10 15 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 2009C Notes of the Notes such tranche to be prepaid on such date, the principal amount of each Series 2009C Note of such tranche held by such holder to be prepaid (determined in accordance with Section 8.38.10), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated respective Make-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 the Series 2009C Notes of Notes to be prepaid such tranche a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Subject to the terms of Section 8.2(b), the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes of each applicable Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Make‑Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 series of the Notes, in an amount not less than 105% of the aggregate principal amount of such Series any series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make-Whole Amount shall be due if such Notes are prepaid during the last sixty (60) days of the term of such Notes). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the holders of more than 50% of the principal amount of the Notes of such series to be prepaid then outstanding agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series such series of the Notes to be prepaid on such date, the principal amount of each Note of such series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount (if any) for 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its option, upon by giving written notice as provided belownot less than 30 days and not more than 60 days before the prepayment date designated in such notice (the “Optional Prepayment Notice”) to each holder of the Notes, prepay at any time all, or from time to time any part of, any Series of the Notes, in an amount not less than 10% of $1,000,000 in the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of In addition to specifying the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to date, the date fixed for such prepayment. Each such notice Optional Prepayment Notice shall specify such date, the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Along with the Optional Prepayment Notice, and the Obligors shall be accompanied by deliver a certificate of a Senior Financial Officer as to the estimated Make-Make 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.12660262v2

Optional Prepayments with Make-Whole Amount. (a) The Company Borrower 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 a minimum amount not less than 10% $5,000,000 and in increments of the aggregate principal amount at least $1,000,000 in excess of such Series of the Notes then outstanding (but if minimum, in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount. The Company Borrower will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 5 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series 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 8.3)prepaid, and the interest and Make-Whole Amount, if any, to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to specifying the estimated computation of the Make-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 In the case of [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to such prepaymentRule 24B-2 of the Securities Exchange Act of 1934, as amended. each partial prepayment of the Notes made pursuant to this Section 8.2, the Company shall deliver to each holder principal amount of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as shall be allocated among all of the specified prepayment dateNotes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make-Whole Amount shall be due if such Notes are prepaid during the 90-day period immediately preceding and ending on the Maturity Date thereof). The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series of the such Notes to be prepaid on such date, the principal amount of each Terreno Realty LLC Note Purchase Agreement Notes held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Make- Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), if applicable, setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date, if applicable.

Optional Prepayments with Make-Whole Amount. (a) The Company EUR Issuer 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 105 % of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (unless such prepayment is made within 30 days of the Maturity Date of the respective Series of Notes to be prepaid, in which case no Make-Whole Amount will be payable). The Company EUR Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the EUR Issuer and the Required Holders agree to another time period pursuant to Section 1718. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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; provided that, notwithstanding anything herein to the contrary, any such notice delivered pursuant to this Section 8.2 may state that such notice is conditioned upon the effectiveness of or receipt of proceeds of other Indebtedness which will be utilized to prepay the Notes in connection with the EUR Issuer exercising theirits prepayment rights under this Section 8.2, in which case such notice may be revoked by the EUR Issuer (by notice to the holders of Notes on or prior to the date that is 5 Business Days in advance of the date fixed for such prepayment) if such condition is not expected to be satisfied. Two Business Days prior to such prepayment, the Company EUR Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% $1,000,000 (and increments of $100,000 in excess thereof) of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within or such Series of Notes in proportion to the aggregate lesser principal amount outstanding of each tranche of such Series)the Notes as shall then be outstanding, at 100% of the principal amount so prepaid, together with plus interest accrued thereon to the prepayment date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days 5 Business Days and not more than 60 days prior to the date (which shall be a Business Day) fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such the registered holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, prepaid and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make--Whole Amount shall be due if such Notes are prepaid during the last 30 days prior to the Maturity Date of such Notes). The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), ) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount Amount, if any, for such 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. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such prepayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Issuer in the event such refinancing is not consummated; provided that such notice of revocation is in writing. Two Business Days prior to such prepayment, the Company Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount Amount, if any, as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if but, in the case of a partial prepayment, then against each tranche within such Series in an amount not less than $1,000,000 of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Seriesthe Notes then outstanding), at 100% of the principal amount so prepaid, together with the interest so accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth in each case the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount with respect to each Series of Notes as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche Series of such SeriesNotes), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided that the Company may prepay at any time on or after June 15, 2011, all, or from time to time any part, of the Series A Notes without making any pro rata or other corresponding prepayment of the Series B Notes, if at such time (i) the Company’s senior, unsecured long-term indebtedness for borrowed money shall not be rated below Investment Grade by any Rating Agency or (ii) the Company’s senior, unsecured long-term indebtedness for borrowed money is not rated by any Rating Agency, the Company shall apply to a Rating Agency or Rating Agencies for a rating of its senior, unsecured long-term indebtedness for borrowed money and such indebtedness shall not be rated below Investment Grade by any of such Rating Agencies. The Company will give each holder of the Notes of such Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Notes of such Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Trust and the Company as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Trust and the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time more than six months after the Closing all, or from time to time any part of, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to any part of such principal amountamount that is a Fixed Rate Portion. No Make-Whole Amount or premium shall be due in connection with any prepayment of any Floating Rate Portion. In the event of any partial prepayment of Notes at a time when both Floating Rate Portions and Fixed Rate Portions are outstanding, the principal amount of such prepayment shall (unless the Company otherwise specifies in the applicable notice of prepayment) be applied first to the Floating Rate Portions until they are paid in full and then to the Fixed Rate Portions. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (a) The Company Obligors may, at its their 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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. If the entire principal amount of the Notes then outstanding are not being prepaid, then the Notes must be prepaid in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding; provided, however, that the Obligors may prepay all of the Notes of any (or both) series then outstanding at any time with or without prepaying any of the Notes of the other series so long as no Default or Event of Default is then in existence or would be caused thereby. The Company will give each holder of Notes the Series of Notes Obligors intend to be prepaid prepay written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series each series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series Notes of Notes to be any series being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 either series of the Notes, in an amount not less than 10% $1,000,000 (and in integral multiples of $100,000 above such amount) of the aggregate principal amount of such Series of the Notes of such series then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), 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. The Company will give each holder of Notes of the Series of Notes series which is to be optionally prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 five days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series Notes of the Notes such series to be prepaid on such date, the principal amount of each Note of such series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 a principal amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series)$2,000,000, 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. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 any such prepaymentprepayment of Notes, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such applicable Make-Whole Amount as of the specified prepayment date. Each determination by the Company set forth in any such notice of the Make-Whole Amount applicable in respect of a prepayment of Notes held by any such holder shall be subject to verification by such holder.

Optional Prepayments with Make-Whole Amount. (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 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 thirty (30) days and not more than 60 sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, so long as no Default or Event of Default shall then exist, any prepayment made by the Company pursuant to this Section 8.2 of all of the (a) Series 2024A Notes then outstanding on or after January 1, 2034 and (b) Series 2024B Notes then outstanding on or after October 1, 2053 shall be made at 100% of the principal so prepaid, but without any Make-Whole Amount.

Optional Prepayments with Make-Whole Amount. (a) The Company Issuer 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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount (provided that no Make-Whole Amount shall be due if such Notes are prepaid during the last 30 days prior to the Maturity Date of such Notes). The Company Issuer will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), ) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount Amount, if any, 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. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such prepayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Issuer in the event such refinancing is not consummated; provided that such notice of revocation is in writing. Two Business Days prior to such prepayment, the Company Issuer shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount Amount, if any, as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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 105% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to and the date of such prepayment, plus the applicable Make-Whole Amount for such tranche 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 November 15, 2051 the Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2022A Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any Make-Whole Amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such datedate (which shall be a Business Day), the aggregate principal amount of the Series 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Parent Guarantor as to the estimated Make-Whole Amount (if any) 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 the Series of Notes to be prepaid a certificate of a Senior Financial Officer of the Parent Guarantor specifying the calculation of such Make-Whole Amount Amount, if any, as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. (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, the Notes of any Series of the Notes, in an amount not less than 10% of the original aggregate principal amount of the Notes of such Series of the Notes then outstanding (but if to be prepaid, in the case of a partial prepayment, then against each tranche within prepayment (or such Series lesser amount as shall be required to effect a partial prepayment resulting from an offer of Notes in proportion prepayment pursuant to the aggregate principal amount outstanding of each tranche of such SeriesSection 10.5), 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 amountamount of each Note then outstanding of the applicable Series to be prepaid. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 30 days and not Eagle Materials Inc. Note Purchase Agreement more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series Notes of the Notes applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-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 of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.