Common use of Optional Prepayments with Make Clause in Contracts

Optional Prepayments with Make. Whole Amount. The Company may, at its option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes 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, 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 such 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part ofof (but if in part then in a minimum principal amount of $500,000), the outstanding Notes of any Series 2006-A on any interest payment date for the Notes of such Series at 100% of the principal amount so prepaid, together with and accrued interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% each Note of the original aggregate principal amount of the applicable Series 2006-A Notes (subject to Section 10.6)then outstanding. The Company will give each holder of Notes of the Series 2006-A Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Notes and each Series 2006-A of Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series, in an amount not less than 10% of the aggregate principal amount of the Notes of such Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% each Note of the original aggregate principal amount of the applicable Series 2006-A Notes (subject to Section 10.6)then outstanding. The Company will give each holder of Notes of the Series 2006-A Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Notes of the applicable Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 Obligors may, at its option and their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided. If the entire principal amount of the Notes then outstanding are not being prepaid, however, that any partial prepayment may not then the Notes must be prepaid in an amount of not less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6)then outstanding. The Company will give each holder of Series 2006-A the Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the such date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were Table of Contents the date of such 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 AmountWHOLE AMOUNT. The Company may, at its option and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series, in an amount not less than $2,000,000 in the aggregate principal amount of the Notes of such Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6)each Note then outstanding. The Company will give each holder of Series 2006-A Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of each Note of such Series 2006-A Notes held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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. Any partial prepayment of Notes of any Series pursuant to this Section 8.2 shall be applied in satisfaction of any required payments of principal thereof (including the required payment of principal of principal due upon the maturity thereof) under Section 8.1 hereof in inverse order of their scheduled due dates.

Optional Prepayments with Make. Whole Amount. The Company may, at its option and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes, in an amount not less than $1,000,000 (and increments of $1,000,000 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, together with interest accrued thereon to the date of such prepayment, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify the such date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each 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, 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 such 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.-16-

Optional Prepayments with Make. Whole Amount. The Company may, at its option and option, upon notice as provided below, prepay at any time all, or from time to time any part of, 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 10% of the aggregate principal amount of all Notes of such Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount and the Series of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each 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, 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 such 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes of any series, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement 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, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the such date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes of the series to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 AmountWHOLE AMOUNT. The Company may, at its option and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series, in an amount not less than $1,000,000 (plus integral multiples of $100,000) of the aggregate principal amount of the Notes of such Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the date fixed for such prepayment (which shall Series of Notes to be a Business Day)prepaid in whole or part, the aggregate principal amount of the Notes of each Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes Notes, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 option and their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes, in an amount not less than 5% of the aggregate principal amount of the Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of each Series 2006-A Notes Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Series 2006-A 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes 2020A Bonds, in an amount not less than 10% of the aggregate principal amount of the Series 2020A Bonds 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, plus and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes 2020A Bonds written notice of each optional prepayment under this Section 8.2 not less than 30 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify the such date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes 2020A Bonds to be prepaid on such date, the principal amount of each Series 2006-A Notes 2020A Bond held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such 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 Series 2020A 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 Obligors may, at its option and their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes of any series, in an amount not less than $1,000,000 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% each Note of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6)applicable series then outstanding. The Company Obligors will give each holder of Series 2006-A Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes of each series to be prepaid on such date, the principal amount of Series 2006-A Notes each 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, 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 such 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 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A 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, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) and 8.3), the interest to be paid on the prepayment date with respect to such principal amount being prepaidprepaid and whether such prepayment shall be applied to the remaining prepayments required by Section 8.1 by Pro Rata Application or Inverse Order Application, 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 such 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 and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes, in an amount not less than 10% of the original aggregate principal amount of the Notes to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount Amount, if any, determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the such date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of such 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. Notwithstanding the foregoing, if the scheduled prepayment date for the prepayment of any Note pursuant to this Section 8.2 is 90 days or less from its scheduled maturity date, then no Make-Whole Amount shall be due and payable in connection with such prepayment.

Optional Prepayments with Make. Whole Amount. The Company may, at its option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.611.6). The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 9.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes held by such holder to be prepaid (determined in accordance with Section 8.49.4) 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 such 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 AmountWHOLE AMOUNT. The Company may, at its option and option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes, in an amount not less than $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, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any . Each partial prepayment may not shall be allocated among the Notes of all Series at the time outstanding in an amount of less than 10% of proportion, as nearly as practicable, to the original aggregate respective unpaid principal amount of the Series 2006-A Notes (subject to Section 10.6)amounts thereof. The Company will give each holder of Series 2006-A Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day)date, the aggregate principal amount of the Series 2006-A Notes to be prepaid on such date, the principal amount of Series 2006-A Notes each Note held by such holder to be prepaid (determined in accordance with Section 8.4) 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of such the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, 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.