Common use of Change of Control Prepayment Clause in Contracts

Change of Control Prepayment. (a) Within 15 days following the date upon which a Responsible Officer of any Obligor first has actual knowledge of a Change of Control, the Issuer shall give written notice of such Change of Control (a “Change of Control Notice”) to each holder of a Note, which Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 days after such holder’s receipt of the Change of Control Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained therein, then the holder shall be deemed to have rejected such offer.

Change of Control Prepayment. (a) Within 15 days 10 Business Days following the date upon which a Responsible Officer of any Obligor first has actual knowledge of a Change of Control, the Issuer Company shall give written notice of such Change of Control (a “Change of Control Notice”) to each holder of a Note, which shall contain and constitute an offer to prepay (the “Change of Control Offer”) the entire unpaid principal amount of Notes issued by it that are held by such holder, together with any accrued and unpaid interest thereon (without any Make-Whole Amount) on a date specified in such Change of Control Notice, which date shall be a Business Day not less than 30 days and not more than 60 days after the date of such Change of Control Notice (the “Change of Control Prepayment Date”) (if such date shall not be specified in such Change of Control Notice, the Change of Control Prepayment Date shall be the first Business Day after the 45th Business Day after the date of such Change of Control Notice). The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control NoticeOffer, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer iv) state the amount of interest which that would be paid on such prepayment date together Change of Control Prepayment Date with specific information as respect to how such estimated amount was calculated)holder’s Notes, and (ivv) request that such holder to notify the Issuer Company in writing by a stated date (a the “Response Change of Control Acceptance Notification Date”), which date is shall not less than 10 days prior to the prepayment date and not be less than 20 days after such holder’s receipt of the such Change of Control Notice, of if such holder wishes its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained therein, then the holder shall Notes to be deemed to have rejected such offerso prepaid.

Change of Control Prepayment. (a) Within 15 days following No later than three (3) Business Days after the date upon which a Responsible Officer of any Obligor first has actual knowledge occurrence of a Change of Control, the Issuer Borrower shall give written notice through the Administrative Agent offer to each Lender (by delivery of a prepayment offer to the Administrative Agent) to prepay all (but not part) of its outstanding Loans and return all outstanding Synthetic L/C Deposits and all outstanding Revolving Credit-Linked Deposits in accordance with this Section 2.15. The prepayment offer may be conditioned on the occurrence of such Change of Control (a “if made prior to such occurrence) and otherwise shall be irrevocable and shall state: (i) the proposed date of such prepayment and/or return (which date shall be no earlier than (x) the end of the Offer Period and (y) the date of the applicable Change of Control Notice”and no later than ten (10) Business Days from the date of the applicable Change of Control) (or, if later, the end of the Offer Period); (ii) the prepayment price (which, with respect to each holder Lender, shall be calculated as the sum of a Note(w) the aggregate principal amount of the outstanding Loans made by, which and Synthetic L/C Deposits and Revolving Credit-Linked Deposits of, such Lender, (x) without duplication, an amount equal to 1.00% of the aggregate principal amount of such outstanding Loans made by, and Synthetic L/C Deposits and Revolving Credit-Linked Deposits of, such Lender, (y) all accrued and unpaid interest on such Loans and Synthetic L/C Deposits and Revolving Credit-Linked Deposits and (z) all accrued interest on the principal amount being repaid, prepaid or returned and any amounts owing pursuant to Section 9.04(c)); (iii) that each Lender that accepts such prepayment offer must accept such offer with respect to all (but not part) of its Loans, Revolving Credit-Linked Deposits and Synthetic L/C Deposits; (iv) that each Lender must accept such offer by delivering notice of such acceptance to the Administrative Agent within ten (10) days after the date the Borrower makes its offer to such Lender (the “Offer Period”); and (v) in reasonable detail, the nature of the applicable Change of Control Notice shall (i) describe and the facts and circumstances projected impact of such Change of Control in reasonable detailon the Projects, (ii) refer to this Section 8.7 the operations thereof and the rights of Borrower and the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 days after such holder’s receipt of the Change of Control Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained therein, then the holder shall be deemed to have rejected such offerGuarantors.

Change of Control Prepayment. (a) Within 15 days following the date Promptly, and in any event within five (5) Business Days, upon which a Responsible Officer of any Obligor first has actual knowledge of becoming aware that a Change of ControlControl has occurred, the Issuer Company shall give written notice of such Change of Control fact (a the “Change of Control Company Notice”) to each holder all holders of a Note, which Change of Control 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 8.7 8.9 and the rights of the holders hereunder and state that a Change of Notes hereunderControl has occurred, (iii) contain an offer by the Company to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, the entire unpaid principal amount of the Notes held by such each holder, together with interest thereon to the prepayment date, if any, date selected by the Company with respect to each Note prepaid but without payment of any Make-Whole Amount or Modified Make-Whole Amount (showing or, for the avoidance of doubt, Breakage Amount) with respect thereto, which prepayment shall be on a date specified in the Company Notice, which date shall be a Business Day not less than 35 days and not more than 45 days after such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated)Company Notice is given, and (iv) request such each holder to notify the Issuer Company in writing by a stated date (a the “Change of Control Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 30 days after such holder’s receipt of the Change of Control Company Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained thereinCompany as provided above, then the holder shall be deemed to have rejected such offer.

Change of Control Prepayment. (a) Within 15 days following the date upon which Promptly and in any event within ten Business Days after a Responsible Officer of any Obligor first has having actual knowledge of the occurrence of a Change of Control, the Issuer shall Company will give written notice of such Change of Control thereof (a “Change of Control Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Notice shall (i) refer specifically to this Section 8.9, (ii) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 detail and specify the Change of Control Prepayment Date and the rights of the holders of Notes hereunder, Response Date (as respectively defined below) in respect thereof and (iii) contain an offer to prepay all Notes at the price specified below on a datethe date therein specified (the “Change of Control Prepayment Date”), which shall be no more than 60 days and a Business Day not less than 30 25 days nor more than 35 days after the date of such Change of Control Notice, . Each holder of a Note will notify the entire unpaid principal amount Company of the Notes held by such holder, together with interest thereon ’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the prepayment date, if any, with respect to each Note prepaid (showing Company on or before the date for such notice specified in such offer Change of Control Notice (the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which specified date is shall be not less than 10 days prior to the prepayment date and not less nor more than 20 days after the date of such holder’s receipt Change of Control Notice. The Company shall prepay on the Change of Control Notice, Prepayment Date all of its acceptance or rejection the Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such prepayment offer. If a holder does not notify the Issuer offer on or before the Response Date specified in shall be deemed to constitute rejection by such holder), at the principal amount of each such Note, together with interest accrued thereon to the Change of Control Notice of Prepayment Date, without premium. If any holder shall reject such holder’s acceptance of the prepayment offer contained thereinoffer, then the such holder shall be deemed to have rejected waived its rights under this Section 8.9 to require prepayment of all Notes held by such offerholder in respect of such Change of Control but not in respect of any subsequent Change of Control.

Change of Control Prepayment. (a) Within 15 days following No later than three (3) Business Days after the date upon which a Responsible Officer of any Obligor first has actual knowledge occurrence of a Change of Control, the Issuer Borrower shall give written notice through the Administrative Agent offer to each Lender (by delivery of a prepayment offer to the Administrative Agent) to prepay all (but not part) of its outstanding Loans in accordance with this Section 2.14. The prepayment offer may be conditioned on the occurrence of such Change of Control (a “if made prior to such occurrence) and otherwise shall be irrevocable and shall state: (i) the proposed date of such prepayment and/or return (which date shall be no earlier than (x) the end of the Offer Period and (y) the date of the applicable Change of Control Notice”and no later than ten (10) Business Days from the date of the applicable Change of Control); (ii) the prepayment price (which, with respect to each holder Lender, shall be calculated as the sum of a Note(A) the aggregate principal amount of the outstanding Loans made by such Lender, which (B) the greater of (x) an amount equal to 1.00% of the aggregate principal amount of such outstanding Loans made by such Lender and (y) the Call Premium (if any), (C) all accrued and unpaid interest on the principal amount being repaid, prepaid or returned and (D) any amounts owing pursuant to Section 8.04(c)); (iii) that each Lender that accepts such prepayment offer must accept such offer with respect to all (but not part) of its Loans; (iv) that each Lender must accept such offer by delivering notice of such acceptance to the Administrative Agent within ten (10) days after the date the Borrower makes its offer to such Lender (the “Offer Period”); and (v) in reasonable detail, the nature of the applicable Change of Control Notice shall (i) describe and the facts and circumstances projected impact of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and on the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control NoticeProjects, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), operations thereof and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date BostonGen and not less than 20 days after such holder’s receipt of the Change of Control Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained therein, then the holder shall be deemed to have rejected such offerSubsidiaries.

Change of Control Prepayment. (a) Within 15 days following the date upon which a Responsible Officer of any Obligor first has actual knowledge of If a Change of ControlControl Triggering Event occurs, the Issuer Borrower shall give written notice make an offer to prepay the entire principal amount of such Change of Control the Term Loans (a the “Change of Control NoticePrepayment Offer”) to each holder at 101% of a Note, which the aggregate principal amount thereof and the Borrower shall notify the Administrative Agent in writing of the Change of Control Notice shall Prepayment Offer in writing within thirty (i30) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, Triggering Event. Each such notice shall specify the entire unpaid principal date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the Notes payment date, which shall be no earlier than 30 days and no later than 60 days from the date of such notice is mailed (the “Change of Control Payment Date”). The Administrative Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Change of Control Payment Date, a written notice (such notice, a “Change of Control Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such holderLender pursuant to this Section 2.14. If a Lender fails to deliver a Change of Control Acceptance Notice within the time frame specified above, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in any such offer the amount of interest which would failure will be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by deemed a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 days after such holder’s receipt rejection of the Change of Control Notice, of its acceptance or rejection Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment offer. If a holder does not notify of Term Loans pursuant to this Section 2.14 shall be applied to the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance remaining scheduled installments of the prepayment offer contained therein, then Term Loans as directed by the holder shall be deemed to have rejected such offerBorrower.