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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series such series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series any series being offered for purchase 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 holders series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingforgoing, 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 conditionsconditions 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 any Series such series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series any series being offered for purchase 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 holders series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingforgoing, 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 conditionsconditions 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 any Series in accordance with the terms of this Agreement (including any SupplementSupplement hereto) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 10 fifteen (15) Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the such Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such holders Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such in any 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 or tranche 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 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 10 ten (10) Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of the in such Series offered for purchase or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes in such Series or tranche of such fact and the expiration date for the acceptance by holders of Notes in such holders Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any 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 foregoingavoidance 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 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 conditionsCompany.

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 except: (a) at any time, upon the payment or prepayment of the Notes of any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or Notes; and (b) during the period commencing on April 8, 2016 and ending on December 31, 2016, pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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; provided that, solely with respect to Notes with denominations of $500,000 or less as of April 8, 2016, if such offer to purchase is in part, in no event shall such offer to the holder of any such Note be for less than $500,000 or the outstanding principal balance of such Note, if less (the “Purchase Offer”). Any such offer shall provide The Company will give each holder of the Notes written notice of the Series being offered for purchase with sufficient information such Purchase Offer pursuant to enable it to make an informed decision with respect to such offer and shall remain open for at least this Section 8.7(b) not less than 10 Business Days. If the holders of Days and not more than 50% of 15 Business Days prior to the outstanding date fixed for such purchase (the “Purchase Date”). Each such notice shall (i) specify the Purchase Date (which shall be a Business Day), (ii) the aggregate principal amount of the Notes proposed to be purchased on such date and on what terms, (iii) the aggregate principal amount of other Senior Notes proposed to be purchased (if any) under each Other Note Agreement on or about such date and on what terms, (iv) the Series offered for purchase aggregate principal amount of indebtedness proposed to be prepaid (if any) under any Material Credit Facility on or about such date, (v) the principal amount of each Note held by such holder proposed to be purchased, and (vi) the interest which would be paid on the Purchase Date with respect to such principal amount proposed to be purchased. To accept such offerPurchase Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company shall promptly notify at least 3 Business Days prior to the remaining holders of such Series of such fact and Purchase Date. Notwithstanding anything in this Agreement to the expiration date for contrary, any notice required to be delivered pursuant to this Section 8.7(b) may be delivered by (i) email at the acceptance by such holders of such offer shall be extended email address provided by the number Company and each holder of days necessary Notes on Annex 2 to give each the Third Amendment (or at such remaining other email address as the Company or such holder at least five Business Days of Notes shall have specified in writing from its receipt of such notice time to accept such offertime), or (ii) in accordance with Section 18. 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. 3.2. Notwithstanding the foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.Section 17.2

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of the all Notes of such 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 ; 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingEssex Portfolio, neither the Company nor any Affiliate may offer to purchase any Series of 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.L.P. 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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of the all Notes of such 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 ; 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.Agree Limited Partnership Uncommitted Master Note Facility

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 Issuer may, at any time and from time to time, purchase Notes in the payment market (which shall include purchases from or prepayment of the Notes of through an investment dealer or a firm holding membership on a recognized stock exchange), by private purchase, by tender, by contract or otherwise, at any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or price. (b) pursuant If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to a written offer accept, the Notes to purchase any outstanding Notes of any Series made be purchased by the Company or an Affiliate Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the holders of exchange, if any, on which the Notes of such Series upon are then listed which the same terms and conditions (except that if such Series has more than one separate trancheTrustee considers appropriate, 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 from the Notes of tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose the Series being offered for purchase with sufficient information Trustee may make, and from time to enable it to make an informed decision time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such offer Notes become subject to purchase in part only. The Holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered, and (i) in the case of Definitive Notes, the Issuer shall remain open execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for at least 10 Business Days. If the holders of more than 50% unpurchased part of the outstanding principal amount of the Notes so surrendered an (ii) in the case of Global Notes, the Trustee shall make notations on the Global Notes (or in the case of uncertificated Global Notes, in accordance with the Trustee’s Internal Procedures) of the Series offered principal amount thereof so purchased. (c) If, upon an invitation for purchase tenders, Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept such tender offer and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such tender offer, to redeem all of the Company shall promptly notify Notes that remain outstanding following such purchase at a redemption price equal to the remaining holders price offered under the tender offer plus, to the extent not included therein, accrued and unpaid interest on the Notes that remain outstanding, to but excluding the date of such Series redemption (subject to the right of such fact and Holders of record on the expiration relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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 conditionsredemption).

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series being offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes at the time outstanding upon the same terms and conditions with respect to the Fixed Rate Notes of any Series 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 of such 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, with respect to the respective unpaid principal amounts thereof but such written Series U Notes, with respect to which there is an 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)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 10 20 Business Days. If the holders of more than 50% of the outstanding principal amount of the Fixed Rate Notes or of the Series offered for purchase U Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement, the Common Terms Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made call for tenders given by the Company or an Affiliate pro rata Borrower to the all holders of 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 upon notice), the same purchase price and the place of payment thereof. Any such call for tenders in respect of clause (b) shall provide 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 Notes as a result of differences in interest rates or payment or Maturity Dates. If an aggregate principal amount of the Notes is tendered in respect of clause (except b) which is greater than that if such Series has more than one separate trancheoffered to be purchased, such written offer tendered Notes shall be allocated among all of purchased on a pro rata basis in the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to which 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of Notes tendered by each holder bears to the principal amount of Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining tendered by all holders of such Series Notes and, if applicable, in order of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary maturity to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes or (ii) upon the purchase of Notes by an Affiliate provided that such Series or Affiliate (a) has made an offer to purchase 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) pursuant has acceded to the Intercreditor Agreement in a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata form acceptable to the holders of the Notes and (c) has acknowledged its disenfranchisement of all voting rights associated with such Series upon the same terms and conditions (except that if such Series has more Notes, other than one separate tranche, such written offer shall be allocated among all voting rights in respect of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, any amendment to the respective unpaid principal amounts thereof but Financing Documents that would disproportionately affect such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata Affiliate’s rights as a holder. In the case of any payment or prepayment of Notes as referred to in the holders of the same tranches of such Series upon the same terms and conditionsforegoing sub-clause (i). 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 term Make-Whole Amount and Modified Make-Whole Amount means, with respect to any Note, an amount equal to the foregoingexcess, 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 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 determining the same Make-Whole Amount and the Modified Make-Whole Amount, the following terms and conditions.have the following meanings:

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any such Series made by the Company Issuer or an Affiliate pro rata to the holders of the all Notes of such 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); 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 10 Business Days. If the holders of more than 5015% of the outstanding principal amount of the Notes of the such Series offered for purchase then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such holders Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the Notes of such Series 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 extent necessary to reflect differences in interest rates and such written offer shall be made pro rata to the holders maturities of the same tranches Notes of such Series upon the same terms and conditionsdifferent Series). 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 either Series except (a) upon the payment or prepayment of the Notes of any a Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any a Series made by the Company or an Affiliate pro rata to the holders of the Notes of such Series upon the same terms and conditions (except that if such written offer pertains to both Series has more than one separate trancheof Notes, 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 Series 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

Purchase of Notes. The Company will not, not and will not permit any Restricted Subsidiary or 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 any Series in accordance with the terms of this Agreement the Agreements (including any SupplementSupplement thereto) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such 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 (but only to the extent appropriate due to different interest rates and/or maturities) 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 ; provided that if at 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders time of such offer any Default or Event of Default shall exist then any such written offer to purchase Notes shall be extended by the number made pro rata to all Series of days necessary to give Notes (and pro rata among each such remaining holder at least five Business Days from its receipt tranche of such notice to accept such offereach Series of Notes) then outstanding. The Company will promptly cancel all Notes acquired by it or any Restricted Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement the Agreements and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

Purchase of Notes. The Company Except as set forth in Section 3.1, 3.2 or the next following sentence of this Section 3.6, neither the Borrower nor Holdings will, nor will not, and will not either of them permit any Affiliate of its Subsidiaries or Affiliates to, purchase, redeem, prepay acquire directly or indirectly by purchase or prepayment or otherwise acquire, directly or indirectly, any of the outstanding Notes except by way of any Series except (a) upon the payment or prepayment of the Notes of any Series in accordance with the terms provisions of this Agreement (including any Supplement) and Agreement. The Borrower may repurchase the Notes of such Series Note or (b) pursuant to a written offer to purchase any outstanding Notes of any Series holder provided that, prior to any such repurchase, the Borrower offers, in a written notice, to repurchase a Pro Rata Portion of each holders Notes on the same terms, and, at such time, the Borrower shall have sufficient funds then available to it to repurchase such Notes. Each holder of Notes shall have ten (10) Business Days after receipt of such written notice to accept or reject the Borrower’s offer set forth in such notice. Failure of any holder of Notes to respond to any such notice within ten (10) Business Days after its receipt thereof shall be deemed to be a rejection of the offer therein. In the event that the Borrower has purchased less than the entire outstanding principal balance of the Notes, the amount of the principal balance so purchased shall be multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of scheduled principal payments pursuant to Section 3.1 (including the payment scheduled to be made by on November 1, 2008) which have not yet been made as of the Company or an Affiliate pro rata to date of the holders purchase of the Notes and such product shall be deducted from each of such Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer payments otherwise due following the date of the purchase of the Notes. The remaining payments due after giving effect to this deduction 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 being offered for purchase accordance 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. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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 conditionsSection 3.4.

Purchase of Notes. (a) 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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (bii) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes of such Series time outstanding upon the same terms and conditions (except an “Offer to Purchase”); provided 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 any holder of the Notes declines such offer, subject to the notice and extension requirements set forth in Section 8.6(c), the Company or an Affiliate, as applicable, shall be permitted to make an offer to purchase from the other holders of the Series being offered for purchase Notes that have accepted the Offer to Purchase additional Notes in excess of their respective pro rata portion. (b) In connection with any Offer to Purchase, each holder shall be provided with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 10 Business Days. . (c) If the holders of more than 5020% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offeran Offer to Purchase, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its receipt of such notice to accept such offer. . (d) 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

Purchase of Notes. The Company will not(a) Except as otherwise provided in the Terms Schedule or Supplemental Indenture applicable to a Series of Notes and so long as no Event of Default has occurred and is continuing, and will not permit any Affiliate to, purchase, redeem, prepay the Issuer may purchase all or otherwise acquire, directly or indirectly, any of the outstanding Notes of in the open market (which shall include purchase from or through an investment dealer or stock exchange member) or by tender or by private contract, at any Series except (a) upon price. Except where the payment or prepayment of Issuer has purchased beneficial interests in a Global Note, all Notes so purchased shall forthwith be delivered to the Notes of any Series in accordance with Trustee and shall be cancelled by it and, subject to the terms following paragraph of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such Series upon the same terms and conditions (except that if such Series has more than one separate trancheSection 5.7, 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 shall be issued in substitution or exchange therefor. (b) If, upon an invitation for any tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to accept, the Notes to be purchased by the Issuer will be selected by the Trustee, in such Notes. Notwithstanding the foregoingmanner (which may include selection by lot, neither the Company nor any Affiliate may offer to purchase any Series of Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes selection on a pro rata basis basis, random selection by computer or any other method) as the Trustee considers appropriate, from the Notes tendered by each tendering Noteholder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Noteholders, notwithstanding the same terms fact that, as a result thereof, one or more of such Notes become subject to purchase in part only. The holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such holder, one or more new Notes for the unpurchased part so surrendered, and conditionsthe Trustee shall certify and deliver such new Note or Notes upon receipt of the Note so surrendered.

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 the Series Due 2014 except (a) upon the payment or prepayment of the Notes of any the Series Due 2014 in accordance with the terms of this Agreement (including any Supplement) Supplemental Indenture and the Notes of such the Series Due 2014 or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders Holders of the Notes of such the 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 Due 2014 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 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 10 15 Business Days. If the holders Holders of more than 5010% of the outstanding principal amount of the Notes of the Series offered for purchase Due 2014 then outstanding accept such offer, the Company shall promptly notify the remaining holders Holders of such Notes of the Series Due 2014 of such fact and the expiration date for the acceptance by such holders Holders of Notes of 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 five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any such Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the all Notes of such 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 proportionupon the same terms and conditions, provided, that if and so long as nearly as practicableany Default or Event of Default shall have occurred and be continuing, 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 all Notes of such 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 10 Business Days. If the holders of more than 5020% of the outstanding principal amount of the Notes of the applicable Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such holders Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes. 6. Notwithstanding Each Series 2021A Additional Purchaser represents and warrants that the foregoingrepresentations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2021A Notes by such Series 2021A Additional Purchaser as if each reference to “2020A Notes” or “Notes,” “Series 2020A Closing” and “Purchaser” set forth therein was modified to refer to “Series 2021A Notes,” “Series 2021A Closing” and “Series 2021A Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplement. 7. The terms of Section 7.5 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that Schedule 7.5 shall be amended and restated in its entirety in the form of Schedule 7.5 to this Supplement. 8. The terms of Section 10 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that Schedule 10.1 shall be amended and restated in its entirety in the form of Schedule 10.1 to this Supplement. 9. The Company and each Series 2021A Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Series 2021A Additional Purchaser were an original signatory to the Note Purchase Agreement. 10. Each Series 2021A Additional Purchaser acknowledges and agrees that Xxxxxxx and Xxxxxx LLP shall, neither as such Series 2021A Additional Purchaser’s true and lawful attorney-in-fact, accept on its behalf delivery of the Series 2021A Notes to be purchased by such Series 2021A Additional Purchaser at the applicable Series 2021A Closing set forth in Section 3 hereof. Any person dealing with the Company nor any Affiliate may offer to purchase any Series of 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 conclusively presume and rely upon the fact that any instrument acknowledging such delivery executed by such attorney-in-fact is authorized, regular and binding, without further inquiry. 11. This Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 12. This Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Supplement. Delivery of an electronic signature to, or a signed copy of, this Supplement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same terms extent as the delivery of the signed originals and conditionsshall be admissible into evidence for all purposes. The execution hereof shall constitute a contract between the Company and the Series 2021A Additional Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. CRESCENT CAPITAL BDC, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN REPUBLIC INSURANCE COMPANY BETTERLIFE BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC LIFE INSURANCE CATHOLIC UNITED FINANCIAL FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN FIDELITY LIFE ASSOCIATION, A LEGAL RESERVE LIFE INSURANCE COMPANY GBU FINANCIAL LIFE GLEANER LIFE INSURANCE SOCIETY LIFECARE ASSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY SECURIAN LIFE INSURANCE COMPANY THE CINCINNATI INSURANCE COMPANY By: Securian Asset Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. EQUITRUST LIFE INSURANCE COMPANY By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its Bermuda Branch By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Private Fixed Income By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director Private Fixed Income SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its U.S. Branch By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senor Director This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN HEALTH AND LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. THE BALTIMORE LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. ELECTRIC INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. ILLINOIS MUTUAL LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. KENTUCKY EMPLOYERS’ MUTUAL INSURANCE AUTHORITY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. MT. XXXXXX INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. NATIONAL BENEFIT LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. NODAK INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PEKIN LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PENN NATIONAL SECURITY INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PINNACOL ASSURANCE By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PRIMERICA LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. STARR INDEMNITY & LIABILITY COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. STARR INSURANCE & REINSURANCE LIMITED By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. TRITON INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Intermediate Analyst This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. GREAT AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President GREAT AMERICAN INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SELECTIVE WAY INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SVP, Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ANTHEM LIFE INSURANCE COMPANY ANTHEM BLUE CROSS LIFE AND HEALTH INSURANCE COMPANY LOUISIANA HEALTH SERVICE & INDEMNITY COMPANY TEXAS MUTUAL INSURANCE COMPANY EMPIRE HEALTHCHOICE ASSURANCE INC. SECURITY HEALTH PLAN OF WISCONSIN, INC. BLUE CROSS OF CALIFORNIA THE TOA REINSURANCE COMPANY OF AMERICA By: Western Asset Management Company, as investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager, U.S. Legal Affairs This Agreement is hereby accepted and agreed to as of the date hereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Securities Vice President Accepted as of as of the date of the Supplement solely with respect to the amendments reflected in sections 5 and 7 hereof SUN LIFE ASSURANCE COMPANY OF CANADA, as a holder of Series 2020A Notes By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, Private Fixed Income By /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director, Private Fixed Income SUN LIFE FINANCIAL TRUST INC., as a holder of Series 2020A Notes By /s/ xxxxxxx xxxxx Name: xxxxxxx xxxxx Title: Managing Director, Private Securitization Finance By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director SCHEDULE A INFORMATION RELATING TO SERIES 2021A ADDITIONAL PURCHASERS SCHEDULE A SUPPLEMENTAL REPRESENTATIONS The Company represents and warrants to each Additional Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and warranties that apply solely to a specific earlier date which shall be true as of such earlier date and other than the Section references hereinafter set forth) is true and correct in all material respects as of the date hereof with respect to the Series 2021A Notes with the same force and effect as if each reference to “the Notes” set forth herein or therein was modified to refer to the “Series 2021A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:

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 a series except (a) upon the payment or prepayment of the such Notes of any Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 (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 Series being offered for purchase such series with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 10 Business Days30 days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series series of such fact and the expiration date for the acceptance by holders of Notes of such holders series of such offer shall be extended by the number of days necessary Madison Gas and Electric Company Note Purchase Agreement to give each such remaining holder at least five Business Days 10 days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 except (a) upon the payment or prepayment of all of the Notes of any such Series in accordance with the terms of this Agreement (including any Supplement) and Agreement, the Notes of such Series and the NPPA Series Supplement for such Series of Notes or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company Co-Issuers or an Affiliate of the Co-Issuers pro rata to the holders of the all Notes of such 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, 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 10 twenty (20) Business Days. If the holders of more than 5025% of the outstanding principal amount of the Series of Notes of the Series offered for purchase subject any such offer then outstanding accept such offer, the Company Co-Issuers shall promptly notify the remaining holders of the Notes of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of the all Notes of such 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 ; 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 3 Business Days from its receipt of such notice to accept such offer 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. 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 foregoingEssex Portfolio, neither the Company nor any Affiliate may offer to purchase any Series of 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.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 except (a) upon the payment or prepayment of the Notes of any such Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the any Series being offered for purchase 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 holders Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series 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 at the Notes of such Series time outstanding upon the same terms and conditions (except that if such Series has more than one separate trancheto the extent necessary to reflect differences in the interest rates and maturities of the Notes of different series), such written which offer shall remain outstanding for a reasonable period of time (not to be allocated among all of the separate tranches of such Series at the time outstanding in proportionless than 15 days); provided, 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 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 10 Business Daysoffer. If the holders of more than 50% of the outstanding principal amount of the Notes of then outstanding accept any such offer made pursuant to the Series offered for purchase accept such offerforegoing subpart (b), the Company or the Parent Guarantor shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes at the time outstanding Notes of any Series upon the same terms and conditions 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 of such 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, with respect to the respective unpaid principal amounts thereof but such written Floating Rate Notes with respect to which there is an 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)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 10 20 Business Days. If the holders of more than 50% of the outstanding principal amount of the Fixed Rate Notes or of the Series offered for purchase Floating Rate Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of the all Notes of such 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 ; 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the Notes of such Series 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 extent necessary to reflect differences in interest rates and such written offer shall be made pro rata to the holders maturities of the same tranches Notes of such Series upon the same terms and conditionsdifferent Series). 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingMid-America Apartments, neither the Company nor any Affiliate may offer to purchase any Series of 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.L.P. Note Purchase Agreement

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the applicable Series or tranche of Notes of such Series at the time outstanding upon the same terms and conditions (except conditions; provided, that if such Series has more than one separate trancheand so long as any Default or Event of Default exists, 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 all Notes of all Series and tranches of such 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 10 ten (10) Business Days. If the holders of more than 50BlackRock Private Credit Fund Master Note Purchase Agreement 25% of the outstanding principal amount of the applicable Series or tranche of Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series or tranche of Notes of such fact and the expiration date for the acceptance by holders of such holders Series or tranche of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (bii) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company either Obligor or an Affiliate pro rata to the holders of the relevant series of Notes of such Series at the time outstanding and upon the same terms and conditions (except provided that if a Default or an Event of Default exists at such Series has more than one separate tranchetime, 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 all holders of the same tranches of such Series upon the same terms and conditions)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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the applicable series of Notes of the Series offered for purchase then outstanding accept such offer, the Company such obligor shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes at the time outstanding upon the same terms and conditions with respect to the Fixed Rate Notes of any Series 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 of such 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, with respect to the respective unpaid principal amounts thereof but such written Series F Notes, with respect to which there is an 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)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 10 20 Business Days. If the holders of more than 50% of the outstanding principal amount of the Fixed Rate Notes or of the Series offered for purchase F Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any such Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the all Notes of such 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 proportionupon the same terms and conditions, provided, that if and so long as nearly as practicableany Default or Event of Default shall have occurred and be continuing, 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 all Notes of such 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 10 Business Days. If the holders of more than 5020% of the outstanding principal amount of the Notes of the applicable Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such holders Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes. 6. Notwithstanding Each Series 2023A Additional Purchaser represents and warrants that the foregoingrepresentations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2023A Notes by such Series 2023A Additional Purchaser as if each reference to “2020A Notes” or “Notes,” “Series 2020A Closing” and “Purchaser” set forth therein was modified to refer to “Series 2023A Notes,” “Series 2023A Closing” and “Series 2023A Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplement. 7. The terms of Section 7.5 of the Note Purchase Agreement, neither as amended by the First Supplement and as set forth in the attached Schedule 7.5 for convenience, shall apply to the Series 2023A Notes. 8. The terms of Section 10 of the Note Purchase Agreement, as amended by the First Supplement and as set forth in the attached Schedule 10.1 for convenience, shall apply to the Series 2023A Notes. 9. The Company and each Series 2023A Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Series 2023A Additional Purchaser were an original signatory to the Note Purchase Agreement. 10. Each Series 2023A Additional Purchaser acknowledges and agrees that Xxxxxxx and Xxxxxx LLP shall, as such Series 2023A Additional Purchaser’s true and lawful attorney-in-fact, accept on its behalf delivery of the Series 2023A Notes to be purchased by such Series 2023A Additional Purchaser at the Series 2023A Closing set forth in Section 3 hereof. Any person dealing with the Company nor any Affiliate may offer to purchase any Series of 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 conclusively presume and rely upon the fact that any instrument acknowledging such delivery executed by such attorney-in-fact is authorized, regular and binding, without further inquiry. 11. This Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 12. This Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Supplement. Delivery of an electronic signature to, or a signed copy of, this Supplement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same terms extent as the delivery of the signed originals and conditions.shall be admissible into evidence for all purposes. The execution hereof shall constitute a contract between the Company and the Series 2023A Additional Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Crescent Capital BDC, Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer Crescent Capital BDC, Inc. Second Supplement to Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Sun Life Assurance Company of Canada By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, Private Fixed Income By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director, Private Fixed Income Sun Life Insurance (Canada) Limited By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, Private Fixed Income By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director, Private Fixed Income Sun Life Assurance Company of Canada,acting through its Bermuda Branch By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, Private Fixed Income By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director, Private Fixed Income Crescent Capital BDC, Inc. Second Supplement to Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Sun Life Hong Kong Limited By: /s/ Xxxxxx Xxxx xxx Xxxxxx Name: Xxxxxx Xxxx xxx Xxxxxx Title: Chief Investment Officer

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 except (a) upon the payment or prepayment of each tranche of the Notes of any such Series in accordance with the terms of this Agreement (including any Supplement) and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an a Controlled Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 5051% of the outstanding principal amount of the Notes of the such Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by holders of Notes of such holders Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.STERIS CORPORATION NOTE PURCHASE 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 a series except (a) upon the payment or prepayment of the Notes of any Series such series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such Series series at the time outstanding upon the same terms and conditions (except conditions, provided, that if such Series has more than one separate trancheand 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 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 all Notes of such Series 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 10 fifteen (15) Business Days. If the holders of more than 5010% of the outstanding principal amount of the Notes of the Series offered for purchase such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such Series series of such fact and the expiration date for the acceptance by holders of Notes of such holders series of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes of such series at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series Notes of 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 conditionsseries.

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 either Series except (a) upon the payment or prepayment of the Notes of any a Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any a Series made by the Company or an Affiliate pro rata to the holders of the Notes of such Series upon the same terms and conditions (except that if such written offer pertains to both Series has more than one separate trancheof Notes, 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 Dollar Equivalent principal amounts thereof but such written offer may otherwise differ among such separate tranches Series 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series such series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series any series being offered for purchase 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 holders series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingforgoing, neither the Company nor any Affiliate may offer to purchase any Series series of 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 conditionsconditions but taking into account the different maturity dates and interest rates for each series of 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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes at the time outstanding upon the same terms and conditions with respect to the Fixed Rate Notes of any Series 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 of such 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, with respect 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)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 10 20 Business Days. If the holders of more than 50% of the outstanding principal amount of the Fixed Rate Notes of or the Series offered for purchase Floating Rate Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoingcontrary, neither the Company nor if and so long as any Affiliate may offer to purchase any Series of Notes if a Default or Event of Default shall exist or would result therefrom unless such Person have occurred and be continuing, any prepayment of the Notes pursuant to the provisions of Section 8.5. shall offer be allocated among all of the Notes of all Series at the time outstanding in proportion, as nearly as practicable, to purchase all outstanding Notes on a pro rata basis upon the same terms and conditionsrespective 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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series at not less than par plus accrued interest made by the Company or an Affiliate pro rata to the holders of the All Notes of such 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 All 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 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 10 Business Days30 days. A failure by a holder to respond to an offer under clause (b) above or to accept any such offer as to all of such offer made to such holder, within the offer period, shall be deemed to constitute acceptance of such offer by such holder. If the holders of more than 5025% of the outstanding principal amount of the All Notes of the All Series offered for purchase then outstanding accept or are deemed to have accepted such offer, the Company shall promptly notify the remaining holders of such Series of such fact the actual percentage that have accepted and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 . (b) The definition of “Remaining Scheduled Payments” in Section 8.6 of the foregoing, neither the Company nor any Affiliate may offer 1999 and 2002 Note Agreements is amended to purchase any Series of 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.read in its entirety as follows:

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 ten (10) Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any 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 foregoingavoidance 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 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 conditionsCompany.

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 any such Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the any Series being offered for purchase 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 holders Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any SupplementSupplement hereto) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of the Series being offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the applicable Series or tranche of Notes of such Series at the time outstanding upon the same terms and conditions (except conditions; provided, that if such Series has more than one separate trancheand so long as any Default or Event of Default exists, 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 all Notes of all Series and tranches of such 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 10 ten (10) Business Days. If the holders of more than 5025% of the outstanding principal amount of the applicable Series or tranche of Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series or tranche of Notes of such fact and the expiration date for the acceptance by holders of such holders Series or tranche of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.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 except (a) upon The Issuer may, at any time and from time to time, purchase Notes in the payment market (which shall include purchases from or prepayment of the Notes of through an investment dealer or a firm holding membership on a recognized stock exchange), by private purchase, by tender, by contract or otherwise, at any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or price. (b) pursuant If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to a written offer accept, the Notes to purchase any outstanding Notes of any Series made be purchased by the Company or an Affiliate Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the holders of exchange, if any, on which the Notes of such Series upon are then listed which the same terms and conditions (except that if such Series has more than one separate trancheTrustee considers appropriate, 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 from the Notes of tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose, the Series being offered for purchase with sufficient information Trustee may make, and from time to enable it to make an informed decision time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such offer Notes become subject to purchase in part only. The Holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered, and in the case of Certificated Notes, the Issuer shall remain open execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for at least 10 Business Days. If the holders of more than 50% unpurchased part of the outstanding principal amount of the Notes of the Series offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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 conditionsso surrendered.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the Notes of such 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 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series being offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series 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 conditions with respect to the Series M Notes, or (except that if such Series has more than one separate tranche, such written c) pursuant to an offer shall be allocated among to purchase made by the Company or an Affiliate pro rata to the holders of all of the separate tranches of such Series at L Notes upon the time outstanding in proportion, as nearly as practicable, same terms and conditions with respect to the respective unpaid principal amounts thereof but 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 written an offer may otherwise differ among such separate tranches and such written offer to purchase made by the Company or an Affiliate shall be made pro rata to the holders of all Notes at the same tranches of such Series upon the same terms and conditions)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 10 30 Business Days. If the holders of more than 50% of the outstanding principal amount of the Series M Notes or of the Series offered for purchase L Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an such Affiliate pro rata to the holders of the all Notes of such 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 any 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 and so long as any Default or Event of Default shall have occurred and be continuing any such offer to purchase shall be made to the holders of all Notes of all 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase applicable series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series series of Notes of such fact and the expiration date for the acceptance by holders of such holders series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.Terreno Realty LLC Note Purchase Agreement

Purchase of Notes. The Company will notCorporation may, and will at any time when it is not permit any Affiliate toin default hereunder, purchase, redeem, prepay purchase all or otherwise acquire, directly or indirectly, any of the outstanding Notes in the open market (which shall include purchase from or through an investment dealer or a firm holding membership on a recognized stock exchange), by tender or by private contract, at any price. All Notes so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to the following paragraph of this Section 5.5, no Notes shall be issued in substitution therefor. If, upon an invitation for tenders, more Notes of any a Series except (a) upon are tendered at the payment or prepayment of same lowest price than the Corporation is prepared to accept, the Notes of any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made be purchased by the Company or an Affiliate Corporation shall be selected by the Trustee, in such manner (which may include selection by lot, selection on a pro rata to basis, random selection by computer or any other method) as the holders of the Notes of such Series upon the same terms Trustee deems equitable and conditions (except that if such Series has more than one separate trancheexpedient, 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 from the Notes of the Series being offered for purchase with sufficient information tendered by each tendering Noteholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to enable it to make an informed decision time amend, regulations with respect to the manner in which Notes of a Series may be so selected, and regulations so made shall be valid and binding upon all Noteholders, notwithstanding the fact that, as a result thereof, one or more of such offer and shall remain open for at least 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for become subject to purchase accept such offerin part only. The Holder of a Note of which a part only is purchased, the Company shall promptly notify the remaining holders upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes of the same Series of such fact for the unpurchased part so surrendered, and the expiration date for the acceptance by Trustee shall certify and deliver such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its new Note or Notes upon 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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 conditionsNote so surrendered.

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 any Series such series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an such Affiliate pro rata to the holders of the all Notes of any such 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 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 (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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the such series of Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the Notes of such Series 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 taking into account the differences in maturity and interest rate of the separate tranches different Series 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 conditionsNotes). 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 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 except (a) upon the payment or prepayment of the Notes of any such Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 any 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 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 10 30 Business Days. If the holders of more than 5010% of the outstanding principal amount of the Notes of the Series being offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Subsidiary or Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such in any 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 or tranche 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 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 10 ten (10) Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of the in such Series offered for purchase or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes in such Series or tranche of such fact and the expiration date for the acceptance by holders of Notes in such holders Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any 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 foregoingavoidance 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 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 conditionsCompany.

Purchase of Notes. (a) 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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes, (ii) upon a purchase of the Notes pursuant to Section 8.5(b), (iii) provided that no Event of such Series Default has occurred and is continuing, upon an open market purchase of any Note from any holder thereof, or (biv) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 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 10 15 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. (b) On any date following the date hereof that (i) the common stock of Chateau (or its successor under Section 10.3) shall not be listed on the New York Stock Exchange when immediately prior to such date the common stock of Chateau (or its successor under Section 10.3) shall have been listed on the New York Stock Exchange or (ii) any merger shall occur permitted under Section 10.3 (each such event under clause (i) and (ii), a "Par Event"), any holder of the Notes may notify the Company in writing (a "Purchaser Sale Notice") of its intent to sell all or any portion of the Notes held by such holder. If, at any time following the delivery of a Purchaser Sale Notice, but not later than two years following the most recent Par Event, any holder of a Note determines that it is unable to sell such Note or such portion or that the amount that it would receive upon the sale of such Note or such portion would be less than an amount (the "Par Amount") equal to the sum of 100% of the outstanding principal amount of such Note or such portion plus accrued interest thereon to the date of such sale, then such holder may require the Company, in exchange for such Note or such portion, and the Company shall, within 45 days following notice thereof from such holder, pay to such holder, in immediately available funds, an amount equal to the Par Amount. (c) 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any such Series made by the Company Issuer or an Affiliate pro rata to the holders of the all Notes of such 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); 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 10 Business Days. If the holders of more than 5015% of the outstanding principal amount of the Notes of the such Series offered for purchase then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such holders Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 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 foregoing, neither the Company nor any Affiliate may offer to purchase any Series of 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.

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 any Series in accordance with the terms of this Agreement (including any Supplement) and the such Notes of such Series or (b) pursuant to a written an offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of the all Notes of such 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 in any tranche(s) or 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 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 10 Business Days. If the holders of more than 5025% of the outstanding principal amount of the such Notes of the in such Series offered for purchase or tranche(s) then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes in such Series or tranche(s) of such fact and the expiration date for the acceptance by holders of such holders Notes in such Series or tranche(s) of such offer shall be extended by the number of days necessary to give each such remaining holder at least five 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any 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 foregoingforegoing 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 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 of the Notes of all Series and tranches at the time outstanding Notes on a pro rata basis upon in proportion, as nearly as practicable, to the same terms and conditionsrespective 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 payment, prepayment or prepayment purchase of the Notes of any Series in accordance with the terms of this Agreement and the Notes. In connection with an offer to prepay or purchase Notes pursuant to Section 8.10, 8.11, 10.2, 10.3 or 10.4, if one or more holders of Notes rejects (including or is deemed to have rejected) all or any Supplementportion of its pro rata share of such offer, the aggregate of such rejected (or deemed rejected) and amounts shall be reoffered to the holders of Notes that have accepted their pro rata share of such offer in full (allocated to the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the accepting holders of the Notes of such 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 Notes of such Series upon holders not theretofore prepaid or purchased) until the same terms and conditions). Any balance of such offer shall provide each holder is accepted in full or, if earlier, holders have accepted as much 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 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of the Series offered for purchase accept such offeras they desire to accept, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date for the acceptance by such holders 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 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 foregoingavoidance of doubt, neither any prepayment of the Company nor any Affiliate may offer Notes pursuant to purchase any Series Section 8.10, 8.11, 10.2, 10.3 or 10.4 or comparable provisions of Notes if 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 Default.” (g) Section 8.9 of the Original Note Agreement is hereby amended to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions.read in its entirety as follows: