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

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 Notes 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. 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, in an amount not less than 510% of the aggregate principal amount then outstanding of the Notes then outstanding to be prepaid 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 10.6), at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding (but if in the case of a partial prepayment, then against each series of Notes in proportion to the aggregate principal amount outstanding of all series of Notes), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount 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 8.5), 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 Notes 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. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole 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 amountamount of each Note then outstanding to be prepaid. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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 NotesBonds or any series or tranche of Bonds, in an amount not less than 510% of the aggregate principal amount of the Notes Bonds or such series or tranche of Bonds then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder 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 prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount and series or tranche 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 8.58.3), 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 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. 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, in an amount not less than 5% $5,000,000 or integral multiples of the aggregate principal $100,000 in excess thereof (or such lesser amount of the Notes as shall then outstanding be outstanding) in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus interest on such principal amount accrued to the prepayment date and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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 Notes2022 Bonds, in an amount not less than 5% ten percent (10%) of the aggregate principal amount of the Notes 2022 Bonds to be prepaid then outstanding in the case of a partial prepayment, at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest thereon, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of Notes the 2022 Bonds 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 prepayment unless the Company and the Required Holders of more than fifty percent (50%) of the principal amount of the 2022 Bonds then outstanding agree in writing to another time period pursuant to Section 18period. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid 2022 Bonds on such date, the principal amount of each Note 2022 Bond held by such holder to be prepaid Holder (determined in accordance with Section 8.52.03(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 2022 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 Notes 2022 Bonds 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. 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 Notes2021 Bonds, in an amount not less than 5% ten percent (10%) of the aggregate principal amount of the Notes 2021 Bonds to be prepaid then outstanding in the case of a partial prepayment, at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest thereon, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of Notes the 2021 Bonds 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 prepayment unless the Company and the Required Holders of more than fifty percent (50%) of the principal amount of the 2021 Bonds then outstanding agree in writing to another time period pursuant to Section 18period. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid 2021 Bonds on such date, the principal amount of each Note 2021 Bond held by such holder to be prepaid Holder (determined in accordance with Section 8.52.03(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 2021 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 Notes 2021 Bonds 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. 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 NotesNotes of each Series (but if in part, in integral multiples of $100,000 and in an amount not less than 5% of the aggregate principal $1,000,000 or such lesser amount of the Notes as shall then outstanding in the case of a partial prepaymentbe outstanding), at 100% of the principal amount so prepaid, and together with accrued unpaid interest on such amount, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of a Series 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 Notes of a certificate of Series to be prepaid 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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 any Series of Notes, in an amount not less than 5% $1,000,000 (and otherwise in multiples of the aggregate principal amount of the Notes then outstanding $100,000) in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gainapplicable to each Note to be prepaid, 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 prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Series of 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 8.58.3), 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. 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, in an amount not less than 5% $5,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of prepayment plus the applicable Make-Whole 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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, in an amount not less than 5% $1,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of Notes at a price equal to the aggregate outstanding principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and balance thereof plus the Make-Whole Amount, plus together with interest accrued through 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 amountof prepayment. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 §8.02 not less than 10 thirty (30) days (and not more than 60 days sixty (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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5§8.04), 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 Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Except as explicitly provided in §§8.02 and 8.03, the Company may not prepay all, or any part of, the Notes.

Optional Prepayments with Make-Whole Amount. 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 TYY 2008 Notes, in an amount not less than 510% of the aggregate principal amount of the TYY 2008 Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 TYY 2008 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount 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 8.57.2 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 TYY 2008 Notes 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. 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, in an amount not less than 5% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the 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 8.58.3), 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 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. 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 NotesNotes of each Series (but if in part, in integral multiples of $100,000 and in an amount not less than 5% of the aggregate principal $1,000,000 or such lesser amount of the Notes as shall then outstanding in the case of a partial prepaymentbe outstanding), at 100% of the principal amount so prepaid, and together with accrued unpaid interest on such amount, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of a Series 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 Notes of a certificate of Series to be prepaid 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. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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 NotesNotes (but if in part, in integral multiples of ¥50,000,000 and in an amount not less than 5% of the aggregate principal ¥500,000,000 or such lesser amount of the Notes as shall then outstanding in the case of a partial prepaymentbe outstanding), at 100% of the principal amount so prepaid, and together with accrued unpaid interest on such amount, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount plus any applicable Swap Reimbursement Amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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 Notes a certificate of to be prepaid 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. 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, Notes in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding $2,000,000 in the case of a partial prepayment, prepayment at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, the Notes, Notes in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes the Obligors intend to 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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 NotesNotes of any series, in an amount not less than 5% of including the aggregate principal amount of the Series 2008-A Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within a 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, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, Amount plus the Net Loss, if any, and less LIBOR Breakage Amount (unless the Net Gain, if any, with respect to any Swapped Note 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 Notes 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 date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 Notes 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. 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, in an amount not less than 5% $5,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus accrued and unpaid interest thereon to the date of such prepayment and the Make-Whole 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after August 27, 2053, 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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 NotesNotes of any Series, in an amount not less than 5% integral multiples of the aggregate principal $500,000 and in a minimum amount of the Notes then outstanding in the case of a partial prepayment$1,000,000 on any one occurrence, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Series of 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 8.58.3), 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. Any partial prepayment of the Notes of any Series pursuant to this Section 8.2 shall be applied in satisfaction of the required payments and prepayments of principal thereof (including the required payment of principal due upon the maturity thereof) in inverse order of their scheduled due dates.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount plus the Swap Reimbursement Amount (if any) and in each case less any applicable Net Gain. The Company will give each holder of its Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 its Notes 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. 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, the Notes, in an amount not less than 55.00% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company Obligors will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes a certificate of a Senior Financial Officer of each Obligor specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. 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 NotesNotes of any series, in an amount not less than 510% of the aggregate principal amount of the such series of Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of any series it intends to 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the each series of 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 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after July 31, 2048 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, Amount plus the Net Loss, if any, and less LIBOR Breakage Amount (unless the Net Gain, if any, with respect to any Swapped Note 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 Notes 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 date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 Notes 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. 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 NotesNotes of any Series, or all Series (at the election of the Company), in an amount not less than 5% of the aggregate principal amount of the Notes of such Series or all Series (as applicable) then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of such Series 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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 being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. If a Default or Event of Default is outstanding, or would result from any prepayment under this Section 8.2, the Company shall make any prepayment of Notes under this Section 8.2 pro rata across all Series of Notes then outstanding.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 Notes 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. 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 NotesNotes (but, in the case of a partial prepayment, in an amount not less than 5% $1,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepaymentoutstanding), at 100% of the principal amount so prepaid, and together with the interest so accrued to the date of prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 Notes 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. 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 any Series of Notes, in an amount that is an integral multiple of $100,000 and not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment$1,000,000, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount 3578247962676392 -28- 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Series of 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 8.58.4), 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. If a Default or an Event of Default exists at the time the Company gives any written notice of an optional prepayment, such notice shall be given to the holders of all Notes of all Series then outstanding, and the optional prepayment shall be made with respect to all Series of Notes rather than solely with respect to the Notes of a particular Series.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% $10,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, or such lesser principal amount of the Notes as shall then be outstanding, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes 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 fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the such 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 8.58.3), 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 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. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, of the Notes, in an amount not less than 5% of the aggregate principal $1,000,000 (or such lesser amount of the Notes then outstanding in the case of as shall be required to effect a partial prepaymentprepayment resulting from an offer of prepayment pursuant to Section 10.5), at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the applicable Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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 NotesNotes (but if in part, in integral multiples of ¥50,000,000 and in an amount not less than 5% of the aggregate principal ¥500,000,000 or such lesser amount of the Notes as shall then outstanding in the case of a partial prepaymentbe outstanding), at 100% of the principal amount so prepaid, and together with accrued unpaid interest on such amount, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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 Notes a certificate of to be prepaid 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes the Holders 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount 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 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment (but if in the case of a partial prepayment, then against each series of Notes in proportion to the aggregate principal amount outstanding on each series), at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount 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 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaidprepaid together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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 any Series of Notes, on a pro rata basis in respect of all Notes of such Series outstanding at such time, in an amount not less than 510% of the aggregate principal amount of the all Notes of such Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount 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 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1816. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after March 6, 2028, 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, but without Make-Whole Amount or other premium. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. WhiteHorse Finance, Inc. Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% $5,000,000 (and increments of $500,000 in excess thereof) of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, or such lesser principal amount of the Notes as shall then be outstanding, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, prepayment at 100% of the principal amount so prepaid, and together with interest accrued thereon to the Make-Whole Amountdate of such prepayment, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 a certificate of a Senior Financial Officer specifying the calculation of each such Make-Make Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding £1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. The Company Issuer may, at its option, upon notice as provided below, prepay at any time on a Business Day all, or from time to time any part of, the NotesNotes of any Series or of any Tranche within a Series, in an amount not less than 5% of the aggregate principal amount of the Notes of such Series or of such Tranche, as applicable, then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company Issuer will give each holder of Notes of the Series or Tranche within a Series 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes of such Series or Tranche within a 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 8.58.4), 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 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 Notes of the Series or Tranche within a Series 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 Euro Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Euro Notes, in an amount not less than 5% of the aggregate principal amount of the Euro Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company Euro Issuer will give each holder of Euro Notes written notice of each optional prepayment under this Section 8.2 8.2(a) 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Euro Notes to be prepaid on such date, the principal amount of each Euro Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 Euro 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 Euro Issuer shall deliver to each holder of Euro Notes a certificate of a Senior Financial Officer of the Euro Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. (b) Other than as provided in Section 8.8, the Company may not, at any time prior to or on March 1, 2008, prepay any Dollar Notes. The Company may, at any time after March 1, 2008, at its option, upon notice as provided below, prepay all, or from time to time any part of, the Dollar Notes, in an amount not less than 5% of the aggregate principal amount of the Dollar Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment and the LIBOR Breakage Amount, if any. The Company will give each holder of Dollar Notes written notice of each optional prepayment under this Section 8.2(b) not less than 30 days and not more than 60 days prior to the date (which shall be a Business Day) fixed for such prepayment. Each such A. Xxxxxxxx Europe GmbH A. Xxxxxxxx, Inc. Note Purchase Agreement notice shall specify such date, the aggregate principal amount of the Dollar Notes to be prepaid on such date, the principal amount of each Dollar Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Each holder of the Dollar Notes will determine and give the Company a determination of LIBOR Breakage Amount, if any. (c) Notwithstanding anything contained herein to the contrary and without limiting the provisions of Section 8.2(b) prohibiting prepayment thereunder on or before March 1, 2008, no Issuer may not prepay Notes under Section 8.2 if a Default or Event of Default exists unless all Notes are prepaid pursuant to Sections 8.2(a) and 8.2(b) on a pro rata basis.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. The Beginning on the day after the first anniversary of the Closing Date, 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, in an amount not less than 5% $1,000,000 of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 which certificate there shall be no personal (as opposed to corporate) liability) 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 a certificate of a Senior Financial Officer (as to which certificate there shall be no personal (as opposed to corporate) liability) specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. 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, Notes in an amount not less than 5% of $2,000,000 in the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 Issuer will give each 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. The Company Co-Issuers may, at its their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepaymentprepayment provided that such amounts shall only be in increments of $100,000, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company Co-Issuers will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.59.3), 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 Co-Issuers shall deliver to each holder of Notes 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. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, and Stericycle, Inc. Note Purchase Agreement together with interest accrued thereon to the Make-Whole Amountdate of such prepayment, plus the Net LossMake‑Whole Amount, 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 amountamount of each Note then outstanding to be prepaid. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each 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 (which shall be a Business Day) fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 provided, however, that so long as Notes of more than one series shall remain outstanding, the Company shall not prepay any Notes pursuant to this Section 8.2 unless the Company and principal amount of Notes to be prepaid shall be allocated among each series of outstanding Notes in the Required Holders agree same proportion as the aggregate outstanding principal amount of the Notes of such series bears to another time period pursuant the aggregate outstanding principal amount of all Notes, in each case immediately prior to Section 18such prepayment. Each such notice shall specify such date (which The Brink's Company Note Purchase Agreement shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amountamount with respect to the Notes. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Notes 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. CSS Industries, Inc. Note Purchase Agreement

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 510% of the original aggregate principal amount of the Notes then outstanding to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the Make-Whole Amountdate of such prepayment, plus the Net LossMake‑Whole Amount, 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 amountamount of each Note then outstanding to be prepaid. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, of the Notes, in an a minimum amount not less than 5% $2,000,000 and in increments of the aggregate principal amount at least $1,000,000 in excess of the Notes then outstanding such minimum, in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole 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 Notes Purchaser written notice of each optional prepayment under this Section 8.2 6.2 not less than 10 days and not more than 60 five (5) days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder Purchaser to be prepaid (determined in accordance with Section 8.5)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 the 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), and setting forth the details of such computation. Two Business Days prior In the case of each partial prepayment of the Notes made pursuant to such prepaymentthis Section 6.2, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as principal amount of the specified prepayment dateNotes to be prepaid shall be allocated among all of the Notes 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and accrued interest thereon to the Make-Whole Amountdate of prepayment, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Make- Whole Amount determined for the prepayment date with respect to such principal amount. The Company will shall give each holder of Notes written notice of each optional prepayment under this Section 8.2 5.2 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.55.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business DayDay 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 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 8.58.4), 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 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. 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, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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. The Company will give each holder of the 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 Table of Contents the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a Note 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 belowin Section 8.3(b), prepay at any time all, or from time to time any part of, the Notes, Notes (in an amount not less than 5% of the aggregate a minimum principal amount of the Notes then outstanding $10,000,000 and otherwise in the case multiples of a partial prepayment, $500,000) at 100% of the principal amount so prepaid, and plus accrued interest with respect to such principal amount being prepaid to the date of such prepayment, plus (subject to deferral pursuant to Section 8.14) the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. . (b) The Company Issuer will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify the date fixed for such date prepayment (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), 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 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 the holder of Notes each Note a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such the Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make-Whole Amount. 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, Notes in an amount not less than 5% of $2,000,000 in the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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 NotesNotes of any series, in an amount not less than 5% $1,000,000 (and integral multiples of the aggregate principal amount of the Notes then outstanding $100,000 in excess thereof) in the case of a partial prepayment, at 100% of the principal amount of such series of Notes to be so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 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 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the such series of 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 8.58.3), 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. 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 Notes2017A Bonds, in an amount not less than 5% ten percent (10%) of the aggregate principal amount of the Notes 2017A Bonds then outstanding in the case of a partial prepayment, at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest thereon, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of Notes 2017A Bonds 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 prepayment unless the Company and the Required Holders of more than fifty percent (50%) of the principal amount of the 2017A Bonds then outstanding agree in writing to another time period pursuant to Section 18period. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes 2017A Bonds to be prepaid on such date, the principal amount of each Note 2017A Bond held by such holder Holder to be prepaid (determined in accordance with Section 8.52.03(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 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 Notes Bonds 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. 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, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole 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 Notes 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 prepayment, unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, Notes of any series in an amount not less than 510% of the aggregate principal amount of the Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the series of 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 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding (determined, in the case of Notes denominated in Euros, on the Sterling Conversion Basis) in the case of a partial prepayment, at 100% of the principal amount so prepaid, and plus the Make-Whole 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 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, in an amount not less than 5% $1,000,000 (and increments of $100,000 in excess thereof) of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, or such lesser principal amount of the Notes as shall then be outstanding, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount 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 8.58.3), 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 Notes 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. 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, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note 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. The Company will give each holder of the 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 a Note 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after April 20, 2025, 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, but without Make-Whole Amount or other premium. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an a principal amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment$2,000,000, at 100% of the principal amount so prepaid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 Notes 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. Payment of any Swap Breakage Amount with respect to any Swapped Note shall be paid in accordance with Section 8.8. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after August 24, 2052, 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 Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after February 7, 2023, 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, but without Make-Whole Amount or other premium. The Company will give each holder of Notes 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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, in an amount not less than 5% of the aggregate principal amount of all series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.4), 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 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. 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 Notes2023 Bonds, in an amount not less than 5% ten percent (10%) of the aggregate principal amount of the Notes 2023 Bonds to be prepaid then outstanding in the case of a partial prepayment, at one-hundred percent (100% %) of the principal amount so prepaid, together with accrued and unpaid interest thereon, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of Notes the 2023 Bonds 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 prepayment unless the Company and the Required Holders of more than fifty percent (50%) of the principal amount of the 2023 Bonds then outstanding agree in writing to another time period pursuant to Section 18period. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid 2023 Bonds on such date, the principal amount of each Note 2023 Bond held by such holder to be prepaid Holder (determined in accordance with Section 8.52.03(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 2023 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 Notes 2023 Bonds 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding 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 10.4), at 100% of the principal amount so prepaid, and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. .. The Company will give each holder of Notes 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 1817. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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, in an amount not less than 5% of Notes at a price equal to the aggregate outstanding principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and balance thereof plus the Make-Whole Amount, plus together with interest accrued through 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 amountof prepayment. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 §8.02 not less than 10 thirty (30) days (and not more than 60 days sixty (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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5§8.04), 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 Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Except as explicitly provided in §§8.01, 8.02 and 8.03, the Company may not prepay all, or any part of, the Notes.

Optional Prepayments with Make-Whole Amount. 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, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal princi­pal amount so prepaidpre­paid, and plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal princi­pal amount of the Notes to be prepaid on such date, the principal princi­pal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), and the interest inter­est to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate certifi­cate of a Senior Financial Officer as to the estimated esti­mated Make-Whole Amount due in connection with such prepayment prepay­ment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computationcompu­tation. Two Business Days prior to such prepaymentprepay­ment, the Company shall deliver to each holder Holder of Notes 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. 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, in an amount not less than 510% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each 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 unless the Company and the Required Holders agree to another time period pursuant to Section 18prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.58.3), 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 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. 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 Senior Notes, in an amount not less than 510% of the aggregate principal amount of the Senior Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus accrued and unpaid interest thereon to the prepayment date and the Make-Whole Amount, plus the Net Loss, if any, and less the Net Gain, if any, with respect to any Swapped Note Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes Holder written notice of each optional prepayment under this Section 8.2 5.02 not less than 10 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 18prepayment. Each such notice shall specify such date (which shall be a Business Day)that such offer to prepay is made pursuant to this Section 5.02, the aggregate principal amount of the Senior Notes to be prepaid on such date, the principal amount of each Senior Note held by such holder Holder to be prepaid (determined in accordance with Section 8.55.04), 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 Holder a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.