Common use of Change of Control Prepayment Offer Clause in Contracts

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 principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 30 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (such notice, a “Change of Control Offer”): (i) that a Change of Control has occurred and that such Lender has the right to require the Borrower to repay such Lender’s Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and 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 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 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 Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be required to make a Change of Control Offer upon a Change of Control if, upon the 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5.2(a) applicable to a Change of Control Offer made by the Borrower and repays all Loans validly offered and not withdrawn under such Change of Control Offer.

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 principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 30 90 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (such notice, a “Change of Control Offer”): (i) that a Change of Control has occurred and that such Lender has the right to require the Borrower to repay such Lender’s Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and 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 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 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 Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be required to make a Change of Control Offer upon a Change of Control if, upon the 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 repays all Loans validly offered and not withdrawn under such Change of Control Offer.