Common use of Purchase of Notes Clause in Contracts

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any Series except (a) upon the payment or prepayment of each tranche of the Notes of such Series in accordance with the terms of this Agreement and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5051% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary Controlled Affiliate (nor solicit, request or induce any Affiliate other Affiliate) to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any Series except (a) upon the payment or prepayment of each tranche of the Notes of such Series in accordance with the terms of this Agreement and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5051% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate of its Subsidiaries to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it the Company or any Subsidiary or any Affiliate of its Subsidiaries pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of either series except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Except as otherwise provided in this Section 8, the Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay prepay, or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase (which offer may or may not include the Make-Whole Amount, if any, or any outstanding Notes portion thereof) made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions, provided that at the time such offer is made and after giving effect to such purchase, no Default or Event of Default shall exist. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, shall contain a representation by the Company that no Default or Event of Default exists or would exist after giving effect to such proposed purchase of Notes, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company any Obligor or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding Required Holders accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it either Obligor or any Subsidiary or any Affiliate of their Affiliates pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all any series of Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary the Company or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of any Series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of any Series at the time outstanding upon the same terms and conditions, provided that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes then of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten five (105) Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes of the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled by the Company to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding a specified principal amount of Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with reasonably sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Neither Obligor will, and neither Obligor will not and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company either Obligor or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary it, the Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Constituent Companies will not not, and will not permit any Subsidiary or any Affiliate to of their Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the a Constituent Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the relevant Constituent Company shall, or shall cause its Affiliate to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes with sufficient information to enable it to make an informed decision with respect to such offer, offer and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate outstanding principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Issuer will not and will not permit any Subsidiary or any Affiliate of its Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Neither Obligor will, nor will not and will not either Obligor permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (bii) pursuant to a written an offer to purchase any outstanding Notes made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes then at the time outstanding and upon the same terms and conditionsconditions provided that if a Default or an Event of Default exists at such time, such offer shall be made pro rata to all holders of Notes then outstanding. Any such offer shall provide each relevant holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% of the aggregate principal amount of the applicable series of Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary either Obligor or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of a series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of a series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligor Agent shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company Obligor Agent will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Constituent Companies will not not, and will not permit any Subsidiary or any Affiliate to of their Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the a Constituent Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditionsconditions but taking into account the different maturity dates and interest rates for each series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the relevant Constituent Company shall, or shall cause its Affiliate to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquireacquire or assume, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or and (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding each holder upon the same terms and conditions. Any such offer made pursuant to clause (b) of the immediately preceding sentence shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten thirty (1030) Business Days. If the holders of more than 5030% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five thirty (530) Business Days from its receipt of such notice to accept such offer; provided, that, in no event shall any holder be obligated to accept such offer from the Company. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the applicable Notes or (b) pursuant to a written offer to purchase any outstanding Notes of such Series made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding of such Series upon the same terms and conditions. Any A failure by a holder of Notes to respond within fifteen Business Days to any such offer made pursuant to this Section 8.5 shall provide each holder with sufficient information be deemed to enable it to make an informed decision with respect to constitute a rejection of such offer, and shall remain open for at least ten (10) Business Daysoffer by such holder. If the holders of more than 50% of the aggregate principal amount of the Notes of a Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such Series of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes of such Series at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Neither the Parent nor the Issuer will not and nor will not they permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of such Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not None of the Obligors will, and the Obligors will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company any Obligor or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five three (53) Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Issuer will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of the different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Fund will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of a series except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the Notes then time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) a Default or Event of Default would result from such purchase, then such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of Notes of such series with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days30 days. If the holders of more than 50% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days 10 days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not and nor will not they permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the applicable Notes or (b) pursuant to a written offer to purchase any outstanding Notes of such series made by the Company or an Affiliate pro rata to the holders of all the Notes then of such Series upon the same terms and conditions, provided, that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5035% of the aggregate principal amount of the Notes of a series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer series shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes of such series may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b).

Purchase of Notes. The Company No Issuer will, nor will not and will not any Issuer permit any Subsidiary or any Affiliate to it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding (with identical information provided to, and upon the same terms for, each holder of Notes at such time) made by the Company Issuers or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 14 Business Days, provided that an offer made pursuant to clause (b) is not made concurrently with or as a condition to or in consideration of or otherwise in connection with an amendment or waiver to this Agreement. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it or any Subsidiary of them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase all or any portion of the outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders Holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder Holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders Holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes Holders of such fact and the expiration date for the acceptance by holders Holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder Holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a Series at the Notes then time outstanding upon the same terms and conditions, except that during the occurrence and continuance of a Default or Event of Default such offers shall be made pro rata to the holders of all Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such Series of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all the applicable series of Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5020% of the aggregate principal amount of the applicable series of Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither Constituent Company will, or will not and will not permit any Subsidiary or any Controlled Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the a Constituent Company or an a Controlled Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it a Constituent Company or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement) and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary other Note Party or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Company, any other Note Party or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or it, any Subsidiary other Note Party or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in the interest rates and maturities of the Notes of different Series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither the Parent nor the Company will not will, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for acceptance for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate unpaid principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Controlled Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer pursuant to the preceding clause (b) shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an any other Affiliate pro rata to the holders of all Notes of any series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes of the applicable series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding anything contained in this Section 8.5 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any offer to purchase the Notes pursuant to the provisions of Section 8.5(b) shall be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company Neither the Parent nor the Issuer will not and nor will not they permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes of any series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes of the applicable series then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate a Controlled Entity pro rata to the holders of all any Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Obligors to enable it the holder to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the then-outstanding Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it any Obligor or any Subsidiary or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all any series of Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary the Company or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in the interest rates, currencies and maturities of the Notes of different Series), which offer shall remain outstanding for a reasonable period of time (not to be less than 15 days). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding Required Holders accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by the holders of the Notes of such offer shall be extended by the number of days necessary to give each such remaining holder holders at least five (5) Business Days 15 days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5033-1/3% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten fifteen (1015) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the all holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (taking into account differences in the interest rates and maturities of the various series of Notes). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (and any such pro rata purchase offer that is greater than par plus accrued interest must be an offer of par plus a percentage of the Make-Whole Amount that each holder would have received if the Company had made an optional prepayment with Make-Whole Amount pursuant to Section 8.2). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate of its Subsidiaries to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it the Company or any Subsidiary or any Affiliate of its Subsidiaries pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of a series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes of such series or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate it controls to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of any Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding anything contained in this Section 8.5 to the contrary, any offer to purchase Notes made by the Company or any Affiliate shall be pro rata across all Series of Notes if any Default or Event of Default exists at the time of such purchase or immediately after giving effect thereto.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an any other Affiliate pro rata to the holders of all Notes of any series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes of the applicable series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. Notwithstanding anything contained in this Section 8.5 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any offer to purchase the Notes pursuant to the provisions of Section 8.5(b) shall be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT

Purchase of Notes. The Company Issuer will not and will not permit any Subsidiary or any Affiliate of its Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to Controlled by the Company to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of either the Tranche A Notes or Tranche B Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such tranche of Notes of such fact and the expiration date for the acceptance by holders of such tranche of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will Fund Will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled by the Company to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding a specified principal amount of Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with reasonably sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer Granite State Gas Transmission, Inc. Note Purchase Agreement shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither the Trust nor the Company will not and nor will not they permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Trust, the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5033 1/3% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of each Series acquired by it or any Subsidiary it, the Trust or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes of any Series may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment a prepayment or prepayment redemption of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes (with identical information provided to and upon the same terms for each holder of Notes) made by the Company or an Affiliate Obligors, pro rata (without regard to Series) to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such , which offer shall provide each holder with sufficient information remain outstanding for a reasonable period of time (not to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) be less than 15 Business Days). If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary either of them or any Affiliate pursuant to any payment, prepayment prepayment, purchase, exchange or purchase redemption of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Thereafter any Notes acquired by the Obligors shall not be deemed to be outstanding for any purpose.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes of any series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such series of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Fund will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except, after the Second Closing, (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5030% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or Notes, or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding XxXxxxxxx & CO. NOTE PURCHASE AGREEMENT 16 accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate a Controlled Entity pro rata to the holders of all any Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Obligors to enable it the holder to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding Notes accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it any Obligor or any Subsidiary or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. 12660262v2

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes in any Series or tranche at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes in such Series or tranche of such fact and the expiration date for the acceptance by holders of Notes in such Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of all, but not less than all, of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquireacquire after the date of the Closing, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Subsidiary or any Affiliate after the date of the Closing pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any purchase made pursuant to this Section 8.5(b), unless offered by the Company. North Haven Private Income Fund LLC Note Purchase Agreement

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten fifteen (1015) Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company in its sole discretion.

Purchase of Notes. The Company will not and will not permit any Subsidiary other Note Party or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Company, any other Note Party or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or it, any Subsidiary other Note Party or any Affiliate pursuant to any payment, prepayment or purchase of Notes American Assets Trust, L.P. Note Purchase Agreement pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series (or tranche) except (a) upon the payment or prepayment of the Notes of such Series (or tranche) in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes of such Series (or tranche) or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series (or tranche) made by the Company or an Affiliate pro rata to the holders of all the Notes then of such Series (or tranche) at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the Series (or tranche) being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate outstanding principal amount of the Notes then outstanding of the Series (or tranche) offered for purchase accept such offer, the Company shall promptly notify the remaining holders of Notes such Series (or tranche) of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.may

Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate a Controlled Entity pro rata to the holders of all any Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Obligors to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the then-outstanding Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it any Obligor or any Subsidiary or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will, nor will not and will not it permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase all or any portion of the outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Neither Obligor will not and nor will not either Obligor permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days30 days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days 10 days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it either Obligor or any Subsidiary or any such Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for acceptance for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate unpaid principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Controlled Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the all Notes of such Series in accordance with the terms of this Agreement and the all Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of any Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes such Series of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of such Series acquired by it or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes of such Series pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such NotesNotes of such Series.

Purchase of Notes. The Company No Issuer will, nor will not and will not any Issuer permit any Subsidiary or any Affiliate to it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except outstanding (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding (with identical information provided to, and upon the same terms for, each holder of Notes at such time) made by the Company Issuers or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 14 Business Days, provided that an offer made pursuant to clause (b) is not made concurrently with or as a condition to or in consideration of or otherwise in connection with an amendment or waiver to this Agreement. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it or any Subsidiary of them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then (without regard to Series) outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% 33⅓% of the aggregate principal amount of the Notes (without regarding to Series) then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Issuer will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of all, but not less than all, of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5030% of the aggregate principal amount of the Notes Cleco Power LLC Note Purchase Agreement then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding anything contained in this Section 8.5 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any prepayment of the Notes pursuant to the provisions of Section 8.5. shall be allocated among all of the Notes of all Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any any. Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes. However, the Company may purchase, redeem, prepay or acquire any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 15 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The IHOP and the Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days30 days. If the holders of more than 5025% (and less than 100%) of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt the end of such notice to accept such offerthe aforementioned 30 day period. The Company will promptly cancel all Notes acquired by it or any Subsidiary it, IHOP or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not will, and will not permit any Subsidiary or any Affiliate of their Affiliates, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions, except that the Company or such Affiliate may, within 90 days of the maturity date of any Series of Notes offer to purchase such Series of Notes on a pro-rata basis to the holders of such Series of Notes at the time outstanding on the same terms and conditions with respect to such Series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes (or particular Series of Notes in the case of an offer within 90 days of the maturity date of such Series of Notes), then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5020% of the aggregate principal amount of a series of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an any Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions, but taking into account the different maturity dates and interest rates or similar variable terms for each Series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5035% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary (if any) to give each such remaining holder at least five (5) two Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement Lincoln Electric Holdings, Inc. Note Purchase Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5035% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five seven (57) Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.