Common use of Change of Control Prepayment Offer Clause in Contracts

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”). (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) A “Change of Control Prepayment Event” occurs if, within the period of 120 days from and including the date on which a Change of Control occurs, either (i) there are Rated Securities outstanding at the time of such Change of Control and a Rating Downgrade in respect of such Change of Control occurs or (ii) at such time there are no Rated Securities and the MLP or the Issuer fails to obtain (whether by failing to seek a rating or otherwise) either a rating of the Notes or any other unsecured and unsubordinated Indebtedness of the MLP or the Issuer having a remaining maturity of five (5) years or more (and which does not have the benefit of a guaranty from any Person other than any such Person that at such time also guarantees the obligations of the Issuer under this Agreement and the Notes) from a Rating Agency of at least Investment Grade (a “Negative Rating Event”), in each case after giving pro forma effect to the transaction giving rise to such Change of Control (such Change of Control and the related Rating Downgrade or, as the case may be, Negative Rating Event, together (but not individually) constituting the Change of Control Prepayment Event). (b) Promptly upon becoming aware that a Change of Control has occurred, and in any event not no later than 30 fifteen (15) days after becoming aware of the Change of Control, the Company Issuer shall give written notice of such fact to all holders of the Notes. Promptly upon becoming aware that a Change of Control Prepayment Event has occurred, and not later than thirty (30) days after becoming aware of the Change of Control Prepayment Event, the Issuer shall give written notice (the “Company Issuer Notice”) of such Change of Control fact to all holders of the Notes. The Company Issuer Notice shall describe (i) describe the facts and circumstances of such Change of Control Prepayment Event in reasonable detail, (ii) refer to this Section 8.8 8.3 and the rights of the holders hereunder hereunder, and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company Issuer to prepay the entire unpaid principal amount of the Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes at par (including any LIBOR Breakage Amount with respect to any Notes being prepaid (and without any Make-Whole Amount, premium or on a day other penaltythan a Floating Interest Payment Date), together with interest accrued and unpaid thereon to the date specified in for such prepayment selected by the Company Notice Issuer (the “Repurchase PriceProposed Prepayment Date”), which date shall be specified in the Issuer Notice and which shall be a Business Day not more than 60 sixty (60) days after such Company the Issuer Notice is given, unless otherwise agreed should any agreement to the contrary not be reached among the Company Issuer and each of the holders of the Notes (the “Prepayment Date”). (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offerNotes. (c) A holder of a Note 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 Issuer on or before the Proposed Prepayment Date. A failure by a holder of a Note to respond to an offer to prepay made pursuant to this Section 8.3 or to accept an offer by the Issuer to prepay all of the Notes held by such holder prior to the Proposed Prepayment Date shall be deemed to constitute rejection of such offer by such holder. (d) On the any Proposed Prepayment Date, the entire outstanding unpaid principal amount of the Notes held by each holder of the Notes that which has accepted the Change of Control Prepayment Offer such prepayment offer, together with interest accrued thereon to such date, but including any LIBOR Breakage Amount with respect to any Notes being prepaid on a day other than a Floating Interest Payment Date, shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amountpayable.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Controlten (10) Business Days thereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.11 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Make-Whole Amount, premium or other penalty), together with interest accrued thereon plus the Net Loss, if any, and unpaid thereon less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.11 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 25 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.11. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.11 shall be deemed to be a constitute rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon plus the Change of Control Prepayment Offer Net Loss, if any, and less the Net Gain, if any, on any Swapped Note (but without Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.11, “Change of Control” means any change in an amount equal to ownership of shares of the Repurchase Price. On Parent Guarantor which results in any shareholder or group of related or affiliated shareholders (other than (i) Xxx X. Xxxxxxx, (ii) the date that is two Business Days preceding the Prepayment DateXxxxxxx Family, (iii) a trust, the Company shall deliver to each holder sole beneficiaries of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details which are any of the computation Xxxxxxx Family and (iv) any and all corporations or entities which are directly or indirectly controlled by any of such amountthe Xxxxxxx Family) owning shares of the Parent Guarantor having voting rights that carry greater than 30% of the voting rights attached to all outstanding shares of the Parent Guarantor.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control will occur or has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Control10 Business Days thereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any premium, penalty or Make-Whole Amount, premium or other penaltyAmount of any kind), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 20 nor more than 60 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 15 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change prepayment date (but without any premium, penalty or Make-Whole Amount of Control Prepayment Offer any kind), shall become due and payable payable. (d) For purposes of this Section 8.8, a “Change of Control” means (i) any “person” or “group” (as such terms are used in an amount equal Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such rights exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the then outstanding voting stock of the Company (or following the Reorganization, the REIT Entity), (ii) during any period of 12 consecutive months ending after the date of this Agreement, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Company (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Company then in office (or following the Reorganization, such references to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, Board of Trustees of the Company shall deliver refer to each holder the Board of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details Trustees or equivalent governing body of the computation REIT Entity) or (iii) following the Reorganization, the REIT Entity shall cease to own, directly or indirectly, at least a majority of such amountthe Equity Interests of the Company having the power to vote on matters relating to the management of the Company.

Change of Control Prepayment Offer. (a) A “Change of Control Prepayment Event” occurs if, within the period of 120 days from and including the date on which a Change of Control occurs, either (i) there are Rated Securities outstanding at the time of such Change of Control and a Rating Downgrade in respect of such Change of Control occurs or (ii) at such time there are no Rated Securities and the MLP or the Issuer fails to obtain (whether by failing to seek a rating or otherwise) either a rating of the Notes or any other unsecured and unsubordinated Indebtedness of the MLP or the Issuer having a remaining maturity of five (5) years or more (and which does not have the benefit of a guaranty from any Person other than any such Person that at such time also guarantees the obligations of the Issuer under this Agreement and the Notes) from a Rating Agency of at least Investment Grade (a “Negative Rating Event”), in each case after giving pro forma effect to the transaction giving rise to such Change of Control (such Change of Control and the related Rating Downgrade or, as the case may be, Negative Rating Event, together (but not individually) constituting the Change of Control Prepayment Event). (b) Promptly upon becoming aware that a Change of Control has occurred, and in any event not no later than 30 fifteen (15) days after becoming aware of the Change of Control, the Company Issuer shall give written notice of such fact to all holders of the Notes. Promptly upon becoming aware that a Change of Control Prepayment Event has occurred, and not later than thirty (30) days after becoming aware of the Change of Control Prepayment Event, the Issuer shall give written notice (the “Company Issuer Notice”) of such Change of Control fact to all holders of the Notes. The Company Issuer Notice shall describe (i) describe the facts and circumstances of such Change of Control Prepayment Event in reasonable detail, (ii) refer to this Section 8.8 8.3 and the rights of the holders hereunder hereunder, and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company Issuer to prepay the entire unpaid principal amount of the Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Make-Whole Amount, Amount or prepayment premium or other penaltypenalty whatsoever or howsoever described, but including any LIBOR Breakage Amount with respect to any Series 2008-D Notes being prepaid on a day other than a Floating Interest Payment Date), together with interest accrued and unpaid thereon to the date specified in for such prepayment selected by the Company Notice Issuer (the “Repurchase PriceProposed Prepayment Date”), which date shall be specified in the Issuer Notice and which shall be a Business Day not more than 60 sixty (60) days after such Company Issuer Notice is given, unless otherwise agreed should any agreement to the contrary not be reached among the Company Issuer and each of the holders of the Notes (the “Prepayment Date”). (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offerNotes. (c) A holder of a Note 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 Issuer on or before the Proposed Prepayment Date. A failure by a holder of a Note to respond to an offer to prepay made pursuant to this Section 8.3 or to accept an offer by the Issuer to prepay all of the Notes held by such holder prior to the Proposed Prepayment Date shall be deemed to constitute rejection of such offer by such holder. (d) On the any Proposed Prepayment Date, the entire outstanding unpaid principal amount of the Notes held by each holder of the Notes that which has accepted the Change of Control Prepayment Offer such prepayment offer, together with interest accrued thereon to such date (without any Make-Whole Amount or prepayment premium or other penalty whatsoever or howsoever described, but including any LIBOR Breakage Amount with respect to any Series 2008-D Notes being prepaid on a day other than a Floating Interest Payment Date), shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amountpayable.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”).Notes. Terreno Realty LLC Note Purchase Agreement (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Parent Guarantor or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amountPrimary Credit Facility.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Control10 Business Days thereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.9 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Makemake-whole, premium, penalty or Make- Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.9 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 15 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.9. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.9 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. Payment of any Swap Breakage Amount with respect to any Swapped Note shall be paid in accordance with Section 8.8. (d) For purposes of this Section 8.9, “Change of Control” means an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder event or series of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.events by which:

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Controlten (10) Business Days thereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.11 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Make-Whole Amount, premium or other penalty), together with interest accrued thereon plus the Net Loss, if any, and unpaid thereon less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.11 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 25 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.11. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.11 shall be deemed to be a constitute rejection of such offer.offer by such holder. ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note (but without Make-Whole Amount), shall become due and payable. (d) For purposes of this Section 8.11, “Change of Control” means the occurrence of one or both of the following (1) any change in ownership of shares of the Parent Guarantor which results in any shareholder or group of related or affiliated shareholders (other than (i) Xxx X. Xxxxxxx, (ii) the Xxxxxxx Family, (iii) a trust, the sole beneficiaries of which are any of the Xxxxxxx Family and (iv) any and all corporations or entities which are directly or indirectly controlled by any of the Xxxxxxx Family) owning shares of the Parent Guarantor having voting rights that carry greater than the Change of Control Prepayment Offer shall become due Threshold and payable in an amount equal (2) any change of control, fundamental change or similar condition permitting the holders of Convertible Debentures to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder redeem their Convertible Debentures for cash (a “CD Change of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amountControl”).

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Controlten (10) Business Days thereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.11 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Make-Whole Amount, premium or other penalty), together with interest accrued thereon plus the Net Loss, if any, and unpaid thereon less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.11 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 25 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.11. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.11 shall be deemed to be a constitute rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon plus the Change of Control Prepayment Offer Net Loss, if any, and less the Net Gain, if any, on any Swapped Note (but without Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.11, “Change of Control” means the occurrence of one or both of the following (1) any change in an amount equal to ownership of shares of the Repurchase Price. On Parent Guarantor which results in any shareholder or group of related or affiliated shareholders (other than (i) Xxx X. Xxxxxxx, (ii) the date that is two Business Days preceding the Prepayment DateXxxxxxx Family, (iii) a trust, the Company shall deliver to each holder sole beneficiaries of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details which are any of the computation Xxxxxxx Family and (iv) any and all corporations or entities which are directly or indirectly controlled by any of such amountthe Xxxxxxx Family) owning shares of the Parent Guarantor having voting rights that carry greater than 30% of the voting rights attached to all outstanding shares of the Parent Guarantor and (2) any change of control, fundamental change or similar condition permitting the holders of Convertible Debentures to redeem their Convertible Debentures for cash (a “CD Change of Control”).

Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 2.11(a) hereof, the Borrowers shall make an offer to prepay all of the Bridge Loans pursuant to the offer described below (athe “Change of Control Offer”) Promptly upon becoming aware at a price in cash (the “Change of Control Payment”) equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the right of Lenders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 60 days following any Change of Control, the Canadian Borrower will send notice of such Change of Control Offer by first-class mail, with a copy to the Administrative Agent and to each Lender to the address of such Lender appearing in the Register with a copy to the Administrative Agent, with the following information: (i) that a Change of Control has occurredOffer is being made pursuant to this Section 2.12 and that all Bridge Loans accepted to prepayment in accordance with the terms of this Agreement will be accepted for payment by the Borrowers; (ii) the prepayment price and date of prepayment, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Bridge Loans not properly accepted for prepayment pursuant to this Agreement will remain outstanding and continue to accrue interest; (iv) that unless the Borrowers default in any event the payment of the Change of Control Payment, all Bridge Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Lenders will be entitled to withdraw their election to require the Borrowers to prepay such Bridge Loans, provided that the Administrative Agent receives, not later than 30 the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Bridge Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Bridge Loans prepaid; and (vi) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. On the Change of Control Payment Date, the Borrowers will, to the extent permitted by law, (i) prepay all Bridge Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.12 pursuant to the Change of Control Offer, (ii) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Bridge Loans or portions thereof so accepted for prepayment, and (iii) deliver, or cause to be delivered, to the Administrative Agent an officer’s certificate to the Administrative Agent stating that such Loans or portions thereof have been prepaid by the Borrowers. Notwithstanding the foregoing, the Borrowers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 2.12 and prepays all Bridge Loans validly accepted for prepayment under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Prior to making any Change of Control Prepayment, the Borrowers shall, within 60 days after becoming aware of the occurrence of the Change of Control, cause all outstanding obligations under the Company shall give written notice (Senior Secured Credit Facilities or any other Senior Indebtedness or Guarantor Senior Indebtedness prohibiting such prepayment to be repaid in full or obtain the “Company Notice”) of requisite consents thereunder to make such Change of Control to all holders prepayment of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”)Bridge Loans. (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offer.offer by such holder. Terreno Realty LLC Note Purchase Agreement (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Parent Guarantor or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amountPrimary Credit Facility.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, Terreno Realty LLC Agreement Note Purchase which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Parent Guarantor or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amountPrimary Credit Facility.

Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 2.11(a) hereof, the Borrowers shall make an offer to prepay all of the Bridge Loans pursuant to the offer described below (athe “Change of Control Offer”) Promptly upon becoming aware at a price in cash (the “Change of Control Payment”) equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the right of Lenders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Canadian Borrower will send notice of such Change of Control Offer by first-class mail, with a copy to the Administrative Agent and to each Lender to the address of such Lender appearing in the Register with a copy to the Administrative Agent, with the following information: (i) that a Change of Control has occurredOffer is being made pursuant to this Section 2.12 and that all Bridge Loans accepted to prepayment in accordance with the terms of this Agreement will be accepted for payment by the Borrowers; (ii) the prepayment price and date of prepayment, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Bridge Loans not properly accepted for prepayment pursuant to this Agreement will remain outstanding and continue to accrue interest; (iv) that unless the Borrowers default in any event the payment of the Change of Control Payment, all Bridge Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Lenders will be entitled to withdraw their election to require the Borrowers to prepay such Bridge Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Bridge Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Bridge Loans prepaid; and (vi) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. On the Change of Control Payment Date, the Borrowers will, to the extent permitted by law, (i) prepay all Bridge Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.12 pursuant to the Change of Control Offer, (ii) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Bridge Loans or portions thereof so accepted for prepayment, and (iii) deliver, or cause to be delivered, to the Administrative Agent an officer’s certificate to the Administrative Agent stating that such Loans or portions thereof have been prepaid by the Borrowers. Notwithstanding the foregoing, the Borrowers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 2.12 and prepays all Bridge Loans validly accepted for prepayment under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Prior to making any Change of Control Prepayment, the Borrowers shall, within 30 days after becoming aware of the occurrence of the Change of Control, cause all outstanding obligations under the Company shall give written notice (Senior Secured Credit Facilities to be repaid in full or obtain the “Company Notice”) of requisite consents thereunder to make such Change of Control to all holders prepayment of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”)Bridge Loans. (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and hereunder, (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any prepaid, plus the Make-Whole Amount, premium or other penalty)if any, together with and interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”), and (iv) shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes a Note being prepaid a statement showing the Repurchase Price due in respect of such Note connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming Not later than 10 Business Days after the Company becomes aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Change of Control Notice”) of such the Change of Control to all holders Holders of the NotesSenior Notes and the Trustee. The Company Change of Control Notice shall (i) describe the facts and circumstances of such the Change of Control in reasonable detail, (ii) refer to this Section 8.8 3.03 and the rights of the holders Holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of the Senior Notes held by each holder in an amount equal to Holder at 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty)such Senior Notes, together with interest accrued and but unpaid thereon to to, but excluding, the prepayment date (the “Change of Control Prepayment Date”) selected by the Company and specified in the Company Change of Control Notice (such amount, the “Repurchase PriceChange of Control Prepayment Amount”), which date . The Change of Control Prepayment Date shall be a Business Day not less than 30 nor more than 60 days after such Company Notice is giventhe Change of Control Notice, unless otherwise agreed among other than as may be required by law. A Holder of the Senior Notes may accept the Company’s offer to prepay the Senior Notes by delivering a notice of acceptance to the Company and each within 20 Business Days after the date of the holders Change of Control Notice. A failure by a Holder of the Senior Notes (to respond to the “offer shall be deemed to constitute rejection of the offer by the Holder. On the Change of Control Prepayment Date”)Date specified in the Change of Control Notice, the entire Change of Control Prepayment Amount of the Senior Notes held by each Holder of the Senior Notes which has accepted the prepayment offer, shall become due and payable. (b) Each holder The Company will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes shall notify as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the provisions in this Section 3.03, the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof will be required to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall comply with those securities laws and regulations and will not be deemed to be a rejection have breached the Company’s obligations under this Section 3.03 by virtue of any such offerconflict. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest Terreno Realty LLC Note Purchase Agreement accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be a constitute rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities and Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Issuer or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amountPrimary Credit Facility.

Change of Control Prepayment Offer. (ai) Promptly upon becoming aware At any time on or following the Extension Date, the Borrower shall make an offer to prepay all of the Loans outstanding pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of the prepayment. Within thirty (30) days following any Change of Control, the Borrower will send notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender in accordance with Section 10.02, with the following information: (A) that a Change of Control has occurred, and in any event not later than 30 days after becoming aware occurred or will occur (together with the identification of the transaction or transactions that constitute such Change of Control), the Company shall give written notice (the “Company Notice”that a Change of Control Offer is being made pursuant to this Section 2.05(d) of and that all Loans properly tendered pursuant to such Change of Control to all holders Offer will be accepted for payment by the Borrower; (B) the prepayment price and date of prepayment, which will be no earlier than thirty (30) days nor later than sixty (60) days from the Notes. The Company Notice shall (i) describe the facts and circumstances of date such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer notice is mailed or otherwise delivered (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Payment Date”).; (bC) Each holder of Notes shall notify that any Loans not properly accepted for prepayment pursuant to this Section 2.05(d) will remain outstanding and continue to accrue interest; (D) that unless the Company of such holder’s acceptance or rejection Borrower defaults in the payment of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond Payment, all Loans accepted for prepayment pursuant to the Change of Control Prepayment Offer in writing within such time shall be deemed will cease to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted accrue interest on the Change of Control Prepayment Payment Date; (E) that Lenders electing to tender Loans pursuant to the Change of Control Offer shall become due will be required to notify the Administrative Agent thereof prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (F) that the Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a written notice setting forth the name of the Lender, the principal amount of Loans accepted for prepayment, and payable a statement that such Lender is withdrawing its election to have such Loans prepaid; and (G) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. (ii) On the Change of Control Payment Date, the Borrower will, to the extent permitted by law: (A) prepay all Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.05(d) pursuant to the Change of Control Offer by depositing with the Administrative Agent an amount equal to the Repurchase Price. On aggregate Change of Control Payment in respect of all Loans or portions thereof so accreted for prepayment, (B) deliver, or cause to be delivered, to the date Administrative Agent an officer’s certificate stating that is two Business Days preceding such Loans or portions thereof have been prepaid, and (C) notwithstanding any of the Prepayment Dateforegoing, if after giving effect to any prepayments pursuant to this Section 2.05(d), the Company aggregate principal amount of Loans would be less than $40,000,000, the Borrower shall deliver prepay all remaining Loans. Notwithstanding the foregoing, the Borrower shall not be required to each holder make a Change of Notes being prepaid Control Offer following a statement showing Change of Control if a third party makes the Repurchase Price due Change of Control Offer in connection the manner, at the times and otherwise in compliance with the requirements of this Section 2.05(d) and prepays all Loans validly accepted for prepayment under such prepayment and setting forth Change of Control Offer. Notwithstanding anything to the details contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the computation Change of such amountControl Offer.

Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 2.10(a) hereof, the Borrower shall make an offer to prepay all of the Bridge Loans pursuant to the offer described below (athe “Change of Control Offer”) Promptly upon becoming aware at a price in cash (the “Change of Control Payment”) equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the right of Lenders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Borrower will send notice of such Change of Control Offer by first-class mail, with a copy to the Administrative Agent and to each Lender to the address of such Lender appearing in the Register with a copy to the Administrative Agent, with the following information: (i) that a Change of Control has occurredOffer is being made pursuant to this Section 2.11 and that all Bridge Loans accepted to prepayment in accordance with the terms of this Agreement will be accepted for payment by the Borrower; (ii) the prepayment price and date of prepayment, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Bridge Loans not properly accepted for prepayment pursuant to this Agreement will remain outstanding and continue to accrue interest; (iv) that unless the Borrower defaults in any event the payment of the Change of Control Payment, all Bridge Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Bridge Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Bridge Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Bridge Loans prepaid; and (vi) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. On the Change of Control Payment Date, the Borrower will, to the extent permitted by law, prepay all Bridge Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.11 pursuant to the Change of Control Offer, by depositing with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Bridge Loans or portions thereof so accepted for prepayment as of the close of business on the Business Day immediately preceding the Change of Control Payment Date and not validly withdrawn as permitted above. Notwithstanding the foregoing, the Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 2.11 and prepays all Bridge Loans validly accepted for prepayment under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. In the event that at the time of such Change of Control the terms of any Bank Indebtedness restrict or prohibit a Change of Control Prepayment, then prior to making any Change of Control Prepayment, the Borrower shall, within 30 days after becoming aware of the occurrence of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe repay in full all such Bank Indebtedness or, if doing so will allow the facts purchase of the Loans, offer to repay in full all such Bank Indebtedness and circumstances repay all Bank Indebtedness of each lender who has accepted such Change of Control in reasonable detailoffer, or (ii) refer obtain the requisite consent under the agreements governing such Bank Indebtedness to this Section 8.8 and permit the rights repurchase of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”)Loans. (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 15 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control fact to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.10 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty, Make-Whole Amount, premium Amount whatsoever or other penaltyhowsoever described), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Notice, which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each holder of Notes shall notify On the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of prepayment date specified in the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty, Make-Whole Amount whatsoever or howsoever described), shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder payable. (c) For purposes of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.this Section 8.10:

Change of Control Prepayment Offer. (a) A “Change of Control Prepayment Event” occurs if, either (i) there are Rated Securities outstanding at the time of such Change of Control and on the date 120 days after the date on which a Change of Control occurs they are not rated Investment Grade or (ii) there are no Rated Securities outstanding at the time of such Change of Control and the Company fails to have on the date 120 days after the date on which a Change of Control occurs Investment Grade Rated Securities (whether by failing to seek a rating or otherwise), in each case after giving pro forma effect to the transaction giving rise to such Change of Control. (b) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 15 days after becoming aware of the Change of Control, the Company shall give written notice of such fact to all holders of the Notes. Promptly upon becoming aware that a Change of Control Prepayment Event has occurred, and not later than 30 days after becoming aware of the Change of Control Prepayment Event, the Company shall give written notice (the “Company Notice”) of such Change of Control fact to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control Prepayment Event in reasonable detail, (ii) refer to this Section 8.8 8.7 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to Repurchase Price determined for the date of prepayment with respect to such principal amount, which date shall be specified in the Company Notice (the “Repurchase Price”), which date and shall be a Business Day not more than 60 days after such Company Notice is given, given (unless otherwise agreed among the Company and each of the holders of the Notes Notes) (the “Prepayment Date”). (bc) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer such offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of such notice from the Company NoticeCompany; provided that that, the failure by the holder of any Note to respond to the Change of Control Prepayment Offer such offer in writing within such time shall be deemed to be a rejection of such offer. (cd) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that which has accepted the Change of Control Prepayment Offer such prepayment offer shall become due and payable on the Prepayment Date in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount. (e) For purposes of this Section 8.7: the terms “Change of Control”, “Investment Grade”, “Rated Securities” and “Rating Agency” are defined in Schedule B.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities and Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Issuer or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amount.Primary Credit Facility. Terreno Realty LLC Note Purchase Agreement

Change of Control Prepayment Offer. (a1) Promptly upon becoming aware that If a Change of Control occurs, unless the Borrower has occurredpreviously or concurrently electronically delivered or mailed a voluntary or mandatory repayment notice with respect to all the outstanding Loans as described under Section 2.03, and in any event not later than 30 days after becoming aware the Borrower will make an offer to prepay all of the Change of Control, Loans pursuant to the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an prepayment offer described below (the “Change of Control Prepayment Offer”) by at a price in cash (the Company “Change of Control Payment”) equal to prepay 100.00% with respect to Interim Bridge Loans and Extended Term Loans, in each case, of the entire unpaid aggregate principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest thereof plus accrued and unpaid thereon interest, if any, to, but excluding, the date of prepayment. Within 60 days following any Change of Control, the Borrower will send notice of such Change of Control Prepayment Offer electronically or by first-class mail, to the Administrative Agent, who shall notify each Lender (in accordance with the terms of this Agreement), with the following information: (i) a Change of Control Prepayment Offer is being made pursuant to this Section 2.06 and all Loans properly tendered pursuant to such Change of Control Prepayment Offer will be accepted for payment by the Borrower; (ii) the purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date specified in the Company Notice such notice is mailed or otherwise delivered (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each Change of the holders of the Notes (the “Control Prepayment Date”). , subject to extension (bin the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) Each holder of Notes shall notify in the Company of such holder’s acceptance or rejection event that the occurrence of the Change of Control Prepayment Offer by giving written notice thereof is delayed; (iii) any Loan not properly tendered will remain outstanding and continue to accrue interest; (iv) unless the Company within fifteen (15) Business Days after receipt Borrower defaults in the payment of the Company Notice; provided that the failure by the holder Change of any Note to respond Control Payment, all Loans accepted for payment pursuant to the Change of Control Prepayment Offer in writing within such time shall be deemed will cease to be a rejection accrue interest on the Change of such offer.Control Prepayment Date; (cv) On Lenders will be entitled to withdraw their tendered Loans and their election to require the Borrower to prepay such Loans; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Prepayment DateOffer, a facsimile transmission or letter or other notice setting forth the name of the Lender, the entire outstanding principal amount of Loans tendered for purchase, and a statement that such Lender is withdrawing its tendered Loans and its election to have such Loans prepaid; (vi) if such notice is delivered prior to the Notes held by each holder occurrence of Notes a Change of Control, stating that has accepted the Change of Control Prepayment Offer shall become due is conditional on the occurrence of such Change of Control and payable describing each such condition, and, if applicable, stating that, in the Borrower’s discretion, the Change of Control Prepayment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Borrower in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Borrower in its sole discretion) by the Change of Control Prepayment Date, or by the Change of Control Prepayment Date as so delayed, or such notice may be rescinded at any time in the Borrower’s discretion if in the good faith judgment of the Borrower any or all of such conditions will not be satisfied. In addition, the Borrower may provide in such notice that payment of the purchase price and performance of the Borrower’s obligations with respect to such purchase may be performed by another Person; and (vii) the other instructions, as determined by the Borrower, consistent with this Section 2.06, that a Lender must follow in order to have its Loans repurchased. (2) On the Change of Control Prepayment Date, the Borrower will, to the extent permitted by law: (i) accept for payment all Loans properly tendered pursuant to the Change of Control Prepayment Offer; (ii) deposit with the Administrative Agent an amount equal to the Repurchase Price. On aggregate Change of Control Prepayment in respect of all Loans or portions thereof validly tendered and not validly withdrawn; and (iii) deliver, or cause to be delivered, to the date Administrative Agent an Officer’s Certificate stating that such Loans or portions thereof have been tendered to and purchased by the Borrower. (3) The Borrower will not be required to make a Change of Control Prepayment Offer following a Change of Control if a third party makes the Change of Control Prepayment Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Prepayment Offer made by the Borrower and purchases all Loans validly tendered and not validly withdrawn under such Change of Control Prepayment Offer. (4) A Change of Control Prepayment Offer may be made in advance of a Change of Control and conditional upon such Change of Control, if a definitive agreement is two Business Days preceding in place for the Prepayment Date, Change of Control at the Company shall deliver to each holder time of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details making of the computation Change of Control Prepayment Offer. (5) A Change of Control Prepayment Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Agreement and/or Guaranty (but the Change of Control Prepayment Offer may not condition tenders on the delivery of such amountconsents).

Change of Control Prepayment Offer. Promptly (aand in any event within ten (10) Promptly upon becoming aware that Business Days) after a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Change of Control Prepayment Notice”) of such Change of Control fact to all holders of the Notes. . (a) The Company Change of Control Prepayment Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.6 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of such Notes, together with interest accrued thereon to the Notes being prepaid (and prepayment date selected by the Company, but without any Make-Whole Amount or Modified Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the which prepayment shall be on a date therein specified in the Company Notice (the “Repurchase PriceChange of Control Prepayment Date”), which date shall be a Business Day following the Change of Control Response Date referred to in subparagraph (c) below and in any event not more than 60 days after the date of such Company Notice is given, unless otherwise agreed among the Company and each Change of the holders of the Notes (the “Control Prepayment Date”)Notice. (b) Each holder of Notes shall a Note will notify the Company of such holder’s acceptance or rejection of the offer to prepay made pursuant to this Section 8.6 by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in the Change of Control Prepayment Offer Notice (the “Change of Control Response Date”), which specified date shall be not less than 30 days after the date of receipt by giving written notice thereof such holder of such Change of Control Prepayment Notice. A failure by any holder of Notes to respond to an offer to prepay made pursuant to this Section 8.6 on or before the Change of Control Response Date shall be deemed to constitute a rejection of such offer by such holder. If any holder shall reject (or be deemed to have rejected) such offer with respect to any Note held by such holder on or before the Change of Control Response Date, such holder shall be deemed to have waived its rights under this Section 8.6 to require prepayment of such Note for which such offer was rejected (or deemed rejected) in respect of such Change of Control but not in respect of any subsequent Change of Control. (c) The Company within fifteen (15) Business Days after receipt shall prepay on the Change of Control Prepayment Date all of the Company Notice; provided that the failure Notes held by the holder holders as to which such offer has been so accepted, at 100% of any Note to respond the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offerDate, but without any Make-Whole Amount or Modified Make-Whole Amount. (cd) On The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Prepayment DateChange of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 8.2 hereof with respect to the entire outstanding principal amount of the Notes held by each holder outstanding, unless and until there is a default in payment of Notes that has accepted the applicable prepayment price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control Prepayment at the time the Change of Control Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amountmade.

Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 5.1 and subject to any restriction contained in any secured Indebtedness of a Credit Party or its Subsidiaries, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a price in cash equal to 101% of the Accreted Value thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 60 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (asuch notice, a “Change of Control Offer”): (i) Promptly upon becoming aware that a Change of Control has occurredoccurred and that such Lender has the right to require the Borrower and Holdings to repay such Lender’s Loans at a price in cash equal to 101% of the Accreted Value thereof, plus accrued and in any event not later unpaid interest to the date of purchase; (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repayment date (which shall be no earlier than 30 days after becoming aware nor later than 60 days from the date such notice is mailed); and (iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Change of the Control must comply with Section 5.2(c). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Company Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower and Holdings shall give written notice (not be required to make a Change of Control Offer upon a Change of Control if, upon the “Company Notice”direction of the Borrower, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.2(a) applicable to a Change of Control Offer made by the Borrower and Holdings and repays all Loans validly offered and not withdrawn under such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”). (b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer. (c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 days after becoming aware of the Change of Controlten (10) Business Days thereafter), the Company Obligors shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders of the Notes. The Company Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.11 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company and the Parent Guarantor to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any Make-Whole Amount, premium or other penalty), together with interest accrued thereon plus the Net Loss, if any, and unpaid thereon less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.11 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 25 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.11. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.11 shall be deemed to be a constitute rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note (but without Make-Whole Amount), shall become due and payable. (d) For purposes of this Section 8.11, “Change of Control” means the occurrence of one or both of the following (1) any change in ownership of shares of the Parent Guarantor which results in any shareholder or group of related or affiliated shareholders (other than (i) Xxx X. Xxxxxxx, (ii) the Xxxxxxx Family, (iii) a trust, the sole beneficiaries of which are any of the Xxxxxxx Family and (iv) any and all corporations or entities which are directly or indirectly controlled by any of the Xxxxxxx Family) owning shares of the Parent Guarantor having voting rights that carry greater than the Change of Control Prepayment Offer shall become due Threshold and payable in an amount equal (2) any change of control, fundamental change or similar condition permitting the holders of Convertible Debentures to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder redeem their Convertible Debentures for cash (a “CD Change of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amountControl”).

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, occurred (and in any event not later than 30 15 days after becoming aware of the Change of Controlthereafter), the Company shall give written notice (the “Company Change of Control Notice”) of such Change of Control fact to all holders each holder of the Notes. The Company Change of Control Notice shall (i) Terreno Realty LLC Agreement Note Purchase describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty or Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Change of Control Notice, which date shall be a Business Day not less than 45 nor more than 60 90 days after such Company Change of Control Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes. (b) Each A holder of Notes shall notify may accept the Company offer to prepay made pursuant to this Section 8.8 by causing a notice of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to be delivered to the Company within fifteen (15) Business Days not more than 30 days after receipt the date of the Company Notice; provided that the written offer notice referred to in subsection (a) of this Section 8.8. A failure by the a holder of any Note Notes to respond to the Change of Control Prepayment Offer in writing within such time an offer to prepay made pursuant to this Section 8.8 shall be deemed to be constitute a rejection of such offeroffer by such holder. (c) On the Prepayment Dateprepayment date specified in the Change of Control Notice, the entire outstanding unpaid principal amount of the Notes held by each holder of Notes that which has accepted such prepayment offer, together with interest accrued thereon to the Change of Control Prepayment Offer prepayment date (but without any make-whole, premium, penalty or Make-Whole Amount), shall become due and payable payable. (d) For purposes of this Section 8.8 a “Change of Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in an amount equal effect on the date hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Parent Guarantor or (ii) any “Change of Control” (as defined from time to time in the Primary Credit Facility) is deemed to have occurred pursuant to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details terms of the computation of such amountPrimary Credit Facility.