Common use of Optional Prepayments with Prepayment Settlement Amount Clause in Contracts

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche 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 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such calculation of the Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time allall Notes, or from time to time, to the extent permitted by and subject to the last sentence of this Section 8.2, any part of, any Series or tranche of the Notes, in an amount not less than 105% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 10 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if If and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such with respect to a Series or tranche, as applicabletranche of Notes for which the Prepayment Settlement Amount is the Make-Whole Amount, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such all Series and tranche tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital North Haven Private Credit Income Fund LLC Note Purchase Agreement

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 10 days and not more than sixty (60) 60 days BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Notes, in an amount not less than 105% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 10 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, any part of, any Series or tranche of the Notes, in an amount not less than 105% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, prepayment at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than 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 17. Each such notice shall specify such BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Tranche A Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with all accrued but unpaid interest on the principal amount prepaid, and the Prepayment Settlement Amount applicable Amount, if any, determined for the prepayment date with respect to such Series principal amount. At such time as no Tranche A Notes remain outstanding, the Company may, at its option, upon notice as provided below, prepay at any time all, or tranche from time to time any part of, the Tranche B Notes, in an amount not less than 10% 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 all accrued but unpaid interest on the principal amount prepaid, and the Prepayment Settlement Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 30 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), any accrued and the unpaid interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche of Notes Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such repayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Company in the event that such refinancing shall not have occurred on or before the date fixed for repayment in such notice or on such earlier date upon which such refinancing transaction shall have terminated. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 10 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT prepayment under this Section 8.2 not less than ten (10) days and not more than 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche 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 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of or tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of or tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such with respect to a Series or tranche, as applicabletranche of Notes for which the Prepayment Settlement Amount is greater than zero, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such all Series and tranche tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or of tranche 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 8.3), and the interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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 (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of or tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, (i) if and so long as any Default or Event of Default shall have occurred and be continuing, or (ii) if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, then in the case of Trinity Capital Inc. Master Note Purchase Agreement clause (i) or (ii) any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such all Series and tranche tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with all accrued but unpaid interest on the principal amount prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 30 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), any accrued and the unpaid interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche of Notes Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such repayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Company in the event that such refinancing shall not have occurred on or before the date fixed for repayment in such notice or on such earlier date upon which such refinancing transaction shall have terminated. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.

Optional Prepayments with Prepayment Settlement Amount. (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time, to the extent permitted by the last sentence of this Section 8.2, time any part of, any Series or tranche of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series or tranche of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount applicable to such Series or tranche of Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of such Series or tranche of Notes (with a copy to the Paying Agent) written notice of each optional prepayment under this Section 8.2 not less than ten (10) 10 days and not more than sixty (60) 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 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of such Series or tranche of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the any accrued and unpaid interest in such Series or tranche 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 Prepayment Settlement Amount applicable to such Series or tranche 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. Any such notice of prepayment delivered in connection with a refinancing, the proceeds of which are to be used to make such repayment, may be made, if expressly so stated in such notice to be, contingent upon the consummation of such refinancing and may be revoked by the Company in the event that such refinancing shall not have occurred on or before the date fixed for repayment in such notice or on such earlier date upon which such refinancing transaction shall have terminated. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in such Series of tranche a certificate of a Senior Financial Officer specifying such the calculation of the such Prepayment Settlement Amount applicable to such Series of tranche of Notes as of the specified prepayment date. Notwithstanding the foregoing and anything contained in this Section to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, or if such partial prepayment is before the Clean-Up Period Start Date for such Series or tranche, as applicable, any partial prepayment of the Notes pursuant to the provisions of this Section 8.2 shall be allocated ratably to each Purchaser or holder of Notes of the same Series or tranche among all of the Notes of such Series and tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. Gxxxx Capital Private Credit Fund Note Purchase Agreement.