Common use of Purchase of Notes Clause in Contracts

Purchase of Notes. The Company will not, and will not permit 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series 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 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, and will not permit 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 such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series 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 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company Neither Obligor will, nor will not, and will not either Obligor permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes or (bii) pursuant to an offer to purchase made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes of such series 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 of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the applicable series of Notes of any series being offered to be purchased 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 10 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any a series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the 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 the Notes of the such series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days30 days. If the holders of more than 50% of the principal amount of the Notes of any such series being offered to be purchased 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 10 Business Days days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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, (B) the Company would be permitted by the provisions of Sections 10.1, 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness and (C) no Below Investment Grade Event has occurred and is continuing or (c) otherwise in any purchase from any holder of Notes on any terms and conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions of such purchase, the Notes held by each other holder of Notes then outstanding; provided further, 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 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders 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 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, (B) the Company would be permitted by the provisions of Sections 10.1, 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness and (C) no Below Investment Grade Event has occurred and is continuing. The Company will promptly cancel all Notes acquired by it 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. Notwithstanding the forgoingEssex Portfolio, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.L.P. Note Purchase Agreement

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company Borrower will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the redemption, payment or prepayment by the Borrower of the Notes of such series in accordance with the terms of this Agreement, the Common Terms Agreement and the Notes or (b) pursuant to an offer to purchase made a call for tenders given by the Company or an Affiliate pro rata Borrower to the all holders of all the Notes by notice given in accordance with Section 18, which notice shall specify the purchase date (which shall not be earlier than fifteen (15) days after the giving of such series at notice), the time outstanding upon purchase price and the same terms and conditionsplace of payment thereof. Any such offer call for tenders in respect of clause (b) shall provide each holder that the terms and conditions for such purchase shall be the same for all Notes except to the extent that the respective purchase prices differ for different Series of the Notes as a result of the series 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 15 Business Daysdifferences in interest rates or payment or Maturity Dates. If the holders of more than 50% of the an aggregate principal amount of the Notes is tendered in respect of any series being clause (b) which is greater than that offered to be purchased, such tendered Notes shall be purchased then outstanding accept such offeron a pro rata basis in the proportion, as nearly as practicable, which the Company shall promptly notify principal amount of Notes tendered by each holder bears to the remaining holders principal amount of the Notes of such series of such fact and the expiration date for the acceptance tendered by all holders of Notes and, if applicable, in order of such series of such offer shall be extended by the number of days necessary maturity to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offerall scheduled amortizations. The Company Borrower will promptly cancel all Notes acquired by it the Borrower or any Affiliate pursuant to any paymenttender, redemption, 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions); provided, that if any Default or Event of Default then exists or would exist after giving effect to such purchase, such written offer to purchase pursuant to this Section 8.5 shall be made pro rata to the holders of all Notes of all Series then outstanding. Any such written offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 fifteen (15) Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series 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 10 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 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 Affiliate after the date of the first Closing hereunder 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. Notwithstanding For the forgoingavoidance of doubt, neither 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 nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 (including any Supplement) and the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Agree Limited Partnership Uncommitted Master Note Facility

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Series U Notes upon the same terms and conditions with respect to the Series U Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Series U Notes, as the case may be, 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series either Series except (a) upon the payment or prepayment of the Notes of such series a Series in accordance with the terms of this Agreement and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of a Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at Series upon the time outstanding same terms and conditions (except that if such written offer pertains to both Series of Notes, such written offer shall be allocated among such Series in proportion, as nearly as practicable, to the respective unpaid Dollar Equivalent principal amounts thereof but such written offer may otherwise differ among such separate Series and such written offer shall be made pro rata to the holders of the same Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, and will not permit 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 such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series 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 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an a written offer to purchase outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder conditions (except to the extent necessary to reflect differences in the interest rates, currencies and maturities of the Notes of the series being offered for purchase with sufficient information different series). A failure by a holder of Notes to enable it respond within fifteen Business Days to make an informed decision with respect to any such offer and made pursuant to this Section 8.5 shall remain open for at least 15 Business Daysbe deemed to constitute a rejection of such offer by such holder. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5035% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 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 Section 8.6. Make-Whole Amount. “Make-Whole Amount” means, with respect to any Note, an amount equal to the forgoingexcess, neither the Company nor any Affiliate may offer to purchase any series if any, of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series Discounted Value of the NotesRemaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 such series of the Notes of such series in accordance with the terms of this Agreement and such series of the Notes or (b) pursuant to an offer to purchase any outstanding Notes of such series made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions; provided that the Company may only make an offer to purchase an individual series of Notes (rather than all Notes) so long as no Default or Event of Default shall have occurred and be continuing. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten Business Days. If the holders of more than 50% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of Notes of such fact and the expiration date for the acceptance by holders of Notes 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Subsidiary or Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series any Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 30 Business Days. If the holders of more than 5010% of the principal amount of the Notes of any series the Series being offered to be purchased for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 30 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 Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement (including any Supplement) and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Subsidiary or Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, Co-Issuers shall not and will shall not permit any Affiliate to, of the Co-Issuers to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of all of the Notes of such series Series in accordance with the terms of this Agreement Agreement, the Notes of such Series and the NPPA Series Supplement for such Series of Notes or (b) pursuant to an offer to purchase made by the Company Co-Issuers or an Affiliate of the Co-Issuers pro rata to the holders of all Notes of such series Series at the 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) if a Default or Event of Default would result from such purchase, then any 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 the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 twenty (20) Business Days. If the holders of more than 5025% of the principal amount of the Series of Notes of subject any series being offered to be purchased such offer then outstanding accept such offer, the Company Co-Issuers shall promptly notify the remaining holders of the Notes of such series 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 10 ten (10) Business Days from its receipt of such notice to accept such offer. The Company Co-Issuers will promptly cancel all Notes acquired by it 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an such Affiliate pro rata to the holders of all Notes of any such series at the 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) if a Default or Event of Default would result from such purchase, then any 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 the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the such series of Notes of any series being offered to be purchased 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 10 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Floating Rate Notes upon the same terms and conditions with respect to the Floating Rate Notes. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes of any series being offered to be purchased or the Floating Rate Notes, as the case may be, 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 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 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 forgoingcontrary, neither the Company nor if and so long as any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms have occurred and conditions but taking into account the different maturity dates and interest rates for each series be continuing, any prepayment of the NotesNotes 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 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for acceptance for at least 15 20 Business Days. If the holders of more than 5025% of the unpaid principal amount of the Notes of any series being offered to be purchased 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 Section 8.6. Make-Whole Amount. “Make-Whole Amount” means, with respect to any Note, an amount equal to the forgoingexcess, neither the Company nor any Affiliate may offer to purchase any series if any, of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series Discounted Value of the Notes.Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: -20-

Purchase of Notes. The Neither the Company nor the Parent Guarantor will not, and nor will not they permit any Affiliate to, which it directly or indirectly controls 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 an offer to purchase made by the Company or the Parent Guarantor or an Affiliate which either directly or indirectly controls pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (except to the extent necessary to reflect differences in the interest rates 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); provided, that any such offer shall provide each holder of the Notes of the series 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 15 Business Daysoffer. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept any such offeroffer made pursuant to the foregoing subpart (b), the Company or the Parent Guarantor 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 10 5 Business Days from its receipt of such notice to accept such offer. A failure by a holder of Notes to respond to an offer to purchase made pursuant to subpart (b) of this Section 8.6 shall be deemed to constitute a rejection of such offer by such holder. The Company will promptly cancel all Notes acquired by it or the Parent Guarantor or any Affiliate which either directly or indirectly controls 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and the applicable Notes or (b) pursuant to an a written offer to purchase outstanding Notes of such Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at the time outstanding 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 be deemed to constitute a rejection of the Notes of the series 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 15 Business Daysby such holder. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased a Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series 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 10 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 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 the forgoingSouth Jersey Industries, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Inc. Note Purchase Agreement

Purchase of Notes. The Company No Issuer will, nor will not, and will not any Issuer permit any Subsidiary or Affiliate it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the outstanding Notes of any series except (a) upon the payment or prepayment of such Series of the Notes of such series in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase any outstanding Notes of such Series made by the Company Issuer or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions; provided that the Issuers may only make an offer to purchase an individual Series of Notes (rather than all Notes) so long as no Default or Event of Default shall have occurred and be continuing. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5015% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series 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 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it any 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the 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 of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Notes (or particular Series of any series being offered to be purchased 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 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company Neither the Parent nor the Issuer will not, and nor will not they permit any Affiliate to, 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 such any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes of such any series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the principal amount of the ‑15‑ Notes of any the applicable series being offered to be purchased then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of the Notes of such series of Notes of such fact and the expiration date for the acceptance by holders of Notes 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 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 such Notes of such series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any tranche(s) or Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5025% of the principal amount of the such Notes of any series being offered to be purchased in such Series or tranche(s) then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche(s) of such fact and the expiration date for the acceptance by holders of such Notes of in such series Series or tranche(s) of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 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 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 Make-Whole Amount or Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company. Notwithstanding the forgoingforegoing and anything contained in this Section to the contrary, neither the Company nor if and so long as any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall have occurred and be continuing, any offer to purchase the Notes pursuant to the provisions of this Section 8.5 shall be allocated among all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesNotes of all Series and tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Series F Notes upon the same terms and conditions with respect to the Series F Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Series F Notes, as the case may be, 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (except to the extent necessary to reflect differences in interest rates and maturities of Notes of different Series); provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness or (c) otherwise in any purchase from any holder of Notes on any terms and conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions of such purchase, the Notes held by each other holder of Notes then outstanding; provided, further 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 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders 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 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 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (taking into account the differences in maturity and interest rate of the different Series of Notes); provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information which, in the opinion of the Company, when taken together with information with respect to the Company and its Subsidiaries that may be available on the website of the Securities and Exchange Commission (presently wxx.xxx.xxx), would enable it such holder to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series Series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased 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 of Notes at least 10 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 Affiliate after the date of the Closing hereunder 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. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an a written offer to purchase made by the Company or an Affiliate of the Company pro rata to the holders of all Notes of such all series at the time outstanding upon the same terms and conditionsconditions (taking into account the different interest rates and amortization or required prepayment schedules of each series). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5010% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 Affiliate of its 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. Notwithstanding the forgoing, neither the The Brink's Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Note Purchase Agreement

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 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 Affiliate after the date of the first Closing hereunder 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. Notwithstanding For the forgoingavoidance of doubt, neither 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 nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company No Issuer will, nor will not, and will not any Issuer permit any Subsidiary or Affiliate it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the outstanding Notes of any series except (a) upon the payment or prepayment of such Series of the Notes of such series in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase any outstanding Notes of such Series made by the Company Issuer or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions; provided that the Issuers may only make an offer to purchase an individual Series of Notes (rather than all Notes) so long as no Default or Event of Default shall have occurred and be DB1/ 131461627.9 continuing. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5015% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series 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 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it any 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, Controlled Entity 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 an offer to purchase made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the applicable Series or tranche of Notes 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 of such series at the time all Series and tranches outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the applicable Series or tranche of Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series or tranche of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series or tranche 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 10 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 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Blackrock Capital Investment Corporation Note Purchase Agreement

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series either Series except (a) upon the payment or prepayment of the Notes of such series a Series in accordance with the terms of this Agreement and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of a Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at Series upon the time outstanding same terms and conditions (except that if such written offer pertains to both Series of Notes, such written offer shall be allocated among such Series in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate Series and such written offer shall be made pro rata to the holders of the same Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Series M Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Series M Notes, or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Series L Notes upon the same terms and conditions with respect to the Series L Notes with respect to which there is an offer to purchase. Notwithstanding the foregoing sentence, if a Default or Event of Default exists, such an offer to purchase made by the Company or an Affiliate shall be made pro rata to the holders of all Notes at the time outstanding. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 30 Business Days. If the holders of more than 50% of the principal amount of the Series M Notes or of any series being offered to be purchased the Series L Notes, as the case may be, 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company No Obligor will, nor will not, and will not they permit any Affiliate which either of them directly or indirectly controls 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 an offer to purchase made by the Company Parent Guarantor, either Issuer or an Affiliate which any of them directly or indirectly controls pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any , which offer shall remain outstanding for a reasonable period of time (not to be less than 15 days); provided, that any such offer shall provide each holder of the Notes of the series 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 15 Business Daysoffer. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept any such offeroffer made pursuant to the foregoing subpart (b), the Company Issuers 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 10 5 Business Days from its receipt of such notice to accept such offer. A failure by a holder of Notes to respond to an offer to purchase made pursuant to subpart (b) of this Section 8.5 shall be deemed to constitute a rejection of such offer by such holder. The Company Issuers will promptly cancel all Notes acquired by it them or any Affiliate which any Obligor directly or indirectly controls 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company Neither Obligor will, nor will not, and will not either Obligor permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes or (bii) pursuant to an offer to purchase made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes of such series 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 of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the applicable series of Notes of any series being offered to be purchased then outstanding accept such offer, the Company such obligor 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 10 Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it 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. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all the outstanding Notes of all series on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company Neither Obligor will, nor will not, and will not either Obligor permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes or (bii) pursuant to an offer to purchase made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes of such series 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 of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the applicable series of Notes of any series being offered to be purchased 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 10 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 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 the forgoing, neither the Company nor any Affiliate may offer ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.2018 Note Agreement

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes, or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Floating Rate Notes upon the same terms and conditions with respect to the Floating Rate Notes with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Floating Rate Notes, as the case may be, 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 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 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 the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Agree Limited Partnership Note Purchase Agreement

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, 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 an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (except to the extent necessary to reflect differences in interest rates and maturities of Notes of different Series); provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased 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 10 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 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness or (c) otherwise in any purchase from any holder of Notes on any terms and conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions of such purchase, the Notes held by each other holder of Notes then outstanding; provided, further 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 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders 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 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 10.1 and 10.2 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it 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. Notwithstanding the forgoingMid-America Apartments, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.L.P. Note Purchase Agreement

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series 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 15 10 Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such 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 10 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 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Controlled Affiliate to(nor solicit, request or induce any other Affiliate) to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any series Series except (a) upon the payment or prepayment of each tranche of the Notes of such series 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 an offer to purchase made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5051% of the principal amount of the Notes of any series being offered to be purchased 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 Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 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. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.STERIS CORPORATION NOTE PURCHASE AGREEMENT

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and the such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information which, in the opinion of the Company, when taken together with information with respect to the Company and its Subsidiaries that may be available on the website of the Securities and Exchange Commission (presently xxx.xxx.xxx), would enable it such holder to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series Series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 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 the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment payment, prepayment or prepayment purchase of the Notes of such series in accordance with the terms of this Agreement and the Notes or (b) pursuant to Notes. In connection with an offer to prepay or purchase made by the Company Notes pursuant to Section 8.10, 8.11, 10.2, 10.3 or an Affiliate 10.4, if one or more holders of Notes rejects (or is deemed to have rejected) all or any portion of its pro rata share of such offer, the aggregate of such rejected (or deemed rejected) amounts shall be reoffered to the holders of all Notes that have accepted their pro rata share of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information in full (allocated to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series accepting holders in proportion, as nearly as practicable, to the respective unpaid principal amounts of Notes of such fact holders not theretofore prepaid or purchased) until the balance of such offer is accepted in full or, if earlier, holders have accepted as much of such offer as they desire to accept, and the expiration date for the acceptance by holders of Notes of such series of each such offer (and the related date on which the Company is required to prepay or purchase such Notes) shall be extended by the number of days necessary to give each such remaining holder accepting holders at least 10 five Business Days from its receipt of such reoffering notice to accept such subsequent offer. To the extent that a Restricted Payment is proposed to be made without giving rise to an Event of Default under Section 11(o), the required reoffers will be made as contemplated in this Section 8.8. The Company will promptly cancel all Notes acquired by it or any such 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 For the forgoingavoidance of doubt, neither the Company nor any Affiliate may offer to purchase any series prepayment of the Notes if pursuant to Section 8.10, 8.11, 10.2, 10.3 or 10.4 or comparable provisions of the Bank Credit Facility or made without giving rise to an Event of Default under Section 11(n) or 11(o) or the comparable provision of the Bank Credit Facility shall not be deemed to be a Default or an Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesDefault.”

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any 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 an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Event of Default described in Sections 11(a), 11(b), 11(g), 11(h) or 11(i) shall have occurred and be continuing, such 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 of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 fifteen (15) Business Days. If the holders of more than 5010% of the principal amount of the Notes of any such series being offered to be purchased 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 of Notes of such series at least 10 five (5) 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 Affiliate pursuant to any payment, prepayment or purchase of Notes of such series pursuant to any provision of this Agreement and no Notes of such series may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series Notes of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesseries.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series the Series Due 2014 except (a) upon the payment or prepayment of the Notes of such series the Series Due 2014 in accordance with the terms of this Agreement Supplemental Indenture and the Notes of the Series Due 2014 or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders Holders of all the Notes of such series the Series Due 2014 at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase Holder with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders Holders of more than 5010% of the principal amount of the Notes of any series being offered to be purchased the Series Due 2014 then outstanding accept such offer, the Company shall promptly notify the remaining holders Holders of Notes of the Notes of such series Series Due 2014 of such fact and the expiration date for the acceptance by holders Holders of Notes of such series the Series Due 2014 of such offer shall be extended by the number of days necessary to give each such remaining holder Holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of the Series Due 2014 acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes of the Series Due 2014 pursuant to any provision of this Agreement Supplemental Indenture and no Notes of the Series Due 2014 may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes or (bii) pursuant to upon the purchase of Notes by an Affiliate provided that such Affiliate (a) has made an offer to purchase made by the Company or an Affiliate Notes on a pro rata basis from each holder based on the respective principal amounts of the Notes outstanding which offer shall (I) be made on the same terms and conditions to each holder and (II) remain open for a period of at least twenty (20) Business Days following its commencement, (b) has acceded to the Intercreditor Agreement in a form acceptable to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes and (c) has acknowledged its disenfranchisement of the series being offered for purchase all voting rights associated with sufficient information to enable it to make an informed decision with such Notes, other than voting rights in respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered amendment to be purchased then outstanding accept the Financing Documents that would disproportionately affect such offerAffiliate’s rights as a holder. In the case of any payment or prepayment of Notes as referred to in the foregoing sub-clause (i), 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 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 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 Make-Whole Amount The term Make-Whole Amount and Modified Make-Whole Amount means, with respect to any Note, an amount equal to the forgoingexcess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that neither the Company Make-Whole Amount nor the Modified Make-Whole Amount may in any Affiliate may offer to purchase any series event be less than zero. For the purposes of determining the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon Make-Whole Amount and the same Modified Make-Whole Amount, the following terms and conditions but taking into account have the different maturity dates and interest rates for each series of the Notes.following meanings: