Change in Control Prepayment Offer. (a) Promptly upon becoming aware that a Change in Control has occurred (and in any event not later than 10 Business Days thereafter), the Company shall give written notice (the “Change in Control Notice”) of such fact to each holder of the Notes. The Change in Control Notice shall (i) describe the facts and circumstances of such Change in Control in reasonable detail, (ii) refer to this Section 8.11 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any make-whole, premium, penalty, Make-Whole Amount or Modified Make-Whole Amount), together with interest accrued thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change in Control Notice, which date shall be a Business Day not less than 45 nor more than 90 days after such Change in Control Notice is given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes. Lineage Logistics, LLC Note Purchase Agreement
