Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph # of this [Section 8.8] shall be an offer to prepay, in accordance with and subject to this [Section 8.9], all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”) and, such date shall be not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

Acceptance; Rejection — A holder of Notes may accept the offer to prepay made pursuant to this [Section 8.3] by causing a notice of such acceptance to be delivered to the Company on or before the date specified in the Change of Control Prepayment Certificate. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this [Section 8.3], or to accept an offer as to all of the Notes held by the holder, within such time period shall be deemed to constitute rejection of such offer by such holder.

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.2(c)] shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying:

Right to Prepay. Subject to the terms and conditions provided in this Agreement, including in this [Section 2.06], the Borrower may prepay any principal amount of any Loan.

offer to prepay the Notes (the “Prepayment Offer”) is being made to comply with the requirements for a Debt Prepayment Application (as set forth in the definition thereof), give notice of such Debt Prepayment Transfer to each holder of Notes (a “Debt Prepayment Notice”). A Debt Prepayment Notice shall contain, and shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds Amount in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than 30 days and not more than 60 days after the date of such notice.

Notes. The Revolving Loans made by each Revolving Loan ​ shall be evidenced by a duly executed promissory note of the Borrowers to each ​ in

Notes. Each requesting Increasing Lender shall have received amended and restated Notes duly executed by the Company.

Any Net Proceeds that are not invested or applied as provided and within the time period set forth in [Section 9.8(b)] shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds ​, the Borrower shall # prepay the Loans, and, # if required or permitted by the terms of any Indebtedness that is pari passu with the Loans (“Pari Passu Indebtedness”), to prepay or offer to prepay the amount of Loans and such Pari Passu Indebtedness (an “Asset Sale Offer”), to prepay a maximum aggregate principal amount of the Loans, Senior Notes or Senior Take-out Notes, as applicable, and such Senior Indebtedness that is a minimum of ​ or an integral multiple of ​ in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer and, if applicable, additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement.

Section # Purchase of Notes. ​ will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except # upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes or # pursuant to an offer to purchase made by ​ or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Notes then outstanding accept such offer, ​ 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

#​ may not offer to prepay or prepay Notes pursuant to this [Section 8.3] # if a Default or Event of Default then exists, # until ​ shall have taken commercially reasonable steps to mitigate the requirement to make the related Additional Payments or # if the obligation to make such Additional Payments directly results or resulted from actions taken by any ​ Note Purchase Agreement ​ Inc.