Common use of Deferral Pending Change in Control Clause in Contracts

Deferral Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(b) and accepted in accordance with Section 8.7(c) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on the date on which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1) any such deferral of the date of prepayment, (2) the date on which such Change in Control and the prepayment are expected to occur and (3) any determination by the Parent that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescinded without penalty or other liability).

Deferral Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(b) and accepted in accordance with Section 8.7(c) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, until and shall be made on the date on which, which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1i) any such deferral of the date of prepayment, (2ii) the date on which such Change in Control and the prepayment are expected to occur occur, and (3iii) any determination by the Parent Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescinded without penalty or other liabilityrescinded).. Notwithstanding the foregoing, in the event that the prepayment has not been made within 90 days after such Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.7(f), the Company shall make a new offer to prepay in accordance with paragraph (c) of this Section 8.7. Xxxxxx Co., Inc. Second Amendment

Deferral Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(b) and accepted in accordance with Section 8.7(c) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on the date on which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1) any such deferral of the date of prepayment, (2) the date on which such Change in Control and the prepayment are expected to occur and (3) any determination by the Parent Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescinded without penalty or other liability).

Deferral Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the The obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(b8.3(c) and accepted their acceptance in accordance with 18 Oaktree Capital Management, L.P. Note and Guaranty Agreement Section 8.7(c8.3(d) is subject to the occurrence of the Change in of Control in respect of which such offers and acceptances shall have been made. In the event that such Change in of Control does not occur on the Change in Control Proposed Section 8.3 Special Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on on, the date on which, which such Change in of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1i) any such deferral of the date of prepayment, (2ii) the date on which such Change in of Control and the prepayment are expected to occur occur, and (3iii) any determination by the Parent Company that efforts to effect such Change in of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in of Control automatically shall be deemed rescinded without penalty rescinded). In the event that such Change of Control does not occur on the Section 8.3 Special Prepayment Date or other liability)within one hundred eighty (180) days thereafter, the Obligors shall not permit any Change of Control to occur unless it delivers a new Section 8.3 Notice and Offer to Prepay and otherwise complies anew with the provisions of this Section 8.3.

Deferral Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the The obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(bparagraphs (a) and (b) and accepted in accordance with paragraph (d) of this Section 8.7(c) 8.3 is subject to the occurrence of the Change in of Control in respect of which such offers and acceptances shall have been made. In the event that such Change in of Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, until and shall be made on the date on which, which such Change in of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1i) any such deferral of the date of prepayment, (2ii) the date on which such Change in of Control and the prepayment are expected to occur occur, and (3iii) any determination by the Parent Company that efforts to effect such Change in of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in of Control automatically shall be deemed rescinded without penalty or other liabilityrescinded). Notwithstanding the foregoing, in the event that the prepayment has not been made within 90 days after such Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f), the Company shall make a new offer to prepay in accordance with paragraph (c) of this Section 8.3.