Common use of Mandatory Offer to Prepay upon a Change of Control Clause in Contracts

Mandatory Offer to Prepay upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to repurchase all or any part of such Lender's Bridge Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an offer price (the "CHANGE OF CONTROL PAYMENT") in cash equal to one hundred and one percent (101%) of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) plus accrued and unpaid interest on a date of purchase specified therein, which specified date cannot be earlier than twenty days following such Change of Control but shall be no later than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"). The Borrower shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereof. (b) By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Borrower shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. The Borrower shall send to each Lender, that has tendered its Bridge Notes, the applicable Change of Control Payment for such Bridge Notes, and the Borrower shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior to compliance with this SECTION 4.05, but in any event within thirty (30) days following a Change of Control, the Borrower will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION 4.05. The Borrower shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower Company to repurchase all or any part of such Lender's Bridge ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at an offer price (the "CHANGE OF CONTROL PAYMENT"“Change of Control Payment”) in cash equal to one hundred and one percent (101%) the Redemption Price of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the “Change of Control but Payment Date”) plus all other Obligations of such Lender outstanding. Company will make the Change of Control Offer by delivering a written notice of such offer to the Lenders within five (5) days of the occurrence of a Change of Control, specifying the Change of Control Payment Date (which such date shall not be no later more than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"Control). The Borrower A Lender may accept such Change of Control Offer by delivering a written notice of acceptance to the Company within fifteen (15) days after receipt of the Change of Control Offer specifying the amount of the Notes to be redeemed. In connection with the Change of Control Offer, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereofthereof (it being understood and agreed that an Event of Default may nevertheless exist in such situation under Section 9.01). (b) By 12:00 p.m. (noon) Eastern Central Time on the Change of Control Payment Date, the Borrower Company shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.07 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of Principal. The Borrower Company shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower Company shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior to compliance with this SECTION 4.05, but in any event within thirty (30) days following a Change of Control, the Borrower will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION 4.05. The Borrower shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to repurchase all or any part of such Lender's Bridge ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at an offer price (the "CHANGE OF CONTROL PAYMENTChange of Control Payment") in cash equal to one hundred and one percent (101%) of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the "Change of Control but shall be no later than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATEPayment Date"). The Borrower shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereof. (b) By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Borrower shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.05 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of Principal. The Borrower shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior Prior to compliance with this SECTION Section 4.05, but in any event within thirty five (305) days following a Change of Control, the Borrower will either repay (x) cause all outstanding Senior Indebtedness to be paid in full or (y) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION Section 4.05. The Borrower shall publicly announce provide written notice to the Lenders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon Subject to the Intercreditor Agreement and upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower Borrowers to repurchase all or any part of such Lender's Bridge ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at an offer price (the "CHANGE OF CONTROL PAYMENT"“Change of Control Payment”) in cash equal to one hundred and one percent (101%) of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the “Change of Control but Payment Date”). The Borrowers will make the Change of Control Offer by delivering a written notice of such offer to the Lenders within five (5) days of the occurrence of a Change of Control, specifying the Change of Control Payment Date (which such date shall not be no later more than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"Control). The Borrower A Lender may accept such Change of Control Offer by delivering a written notice of acceptance to the Borrowers within fifteen (15) days after receipt of the Change of Control Offer specifying the amount of the Notes to be redeemed. In connection with the Change of Control Offer, the Borrowers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereofregulations. (b) By 12:00 p.m. (noon) Eastern Central Time on the Change of Control Payment Date, the Borrower Borrowers shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.05 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of Principal. The Borrower Borrowers shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower Borrowers shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior Prior to compliance with this SECTION Section 4.05, but in any event within thirty five (305) days following a Change of Control, the Borrower Borrowers will either repay (x) cause all outstanding Senior Indebtedness to be paid in full or (y) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION Section 4.05. The Borrower Borrowers shall publicly announce provide written notice to the Lenders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon To the extent that the Borrower has not previously notified the Lenders that it intends to prepay all of the Notes pursuant to Section 4.04, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to repurchase all or any part of such Lender's Bridge ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at an offer price (the "CHANGE OF CONTROL PAYMENT"“Change of Control Payment”) in cash equal to one hundred and one percent (101%) the Redemption Price of the aggregate outstanding Principal principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the “Change of Control but Payment Date”). Borrower will make the Change of Control Offer by delivering a written notice of such offer to the Lenders within five (5) days of the occurrence of a Change of Control, specifying the Change of Control Payment Date (which such date shall not be no later more than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"Control). The A Lender may accept such Change of Control Offer by delivering a written notice of acceptance to the Borrower within fifteen (15) days after receipt of the Change of Control Offer specifying the amount of the Notes to be redeemed. In connection with the Change of Control Offer, the Borrower shall comply with the requirements of Rule 14e-1 14e 1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereofthereof (it being understood and agreed that an Event of Default may nevertheless exist in such situation under Section 9.01). (b) By 12:00 p.m. (noon) Eastern Central Time on the Change of Control Payment Date, the Borrower shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.05 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of principal. The Borrower shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower shall promptly execute and mail to each Lender a new Bridge Note equal in Principal principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior to compliance with this SECTION 4.05, but in any event within thirty (30) days following a Change of Control, the Borrower will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION 4.05. The Borrower shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to repurchase all or any part of such Lender's Bridge Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFERChange of Control Offer") at an offer price (the "CHANGE OF CONTROL PAYMENTChange of Control Payment") in cash equal to one hundred and one percent (101%) of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the "Change of Control but shall be no later than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATEPayment Date"). The Borrower shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereof. (b) By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Borrower shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.05 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of Principal. The Borrower shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior Prior to compliance with this SECTION Section 4.05, but in any event within thirty five (305) days following a Change of Control, the Borrower will either repay (x) cause all outstanding Senior Indebtedness to be paid in full or (y) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION Section 4.05. The Borrower shall publicly announce provide written notice to the Lenders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Mandatory Offer to Prepay upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower Company to repurchase all or any part of such Lender's Bridge ’s Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"“Change of Control Offer”) at an offer price (the "CHANGE OF CONTROL PAYMENT"“Change of Control Payment”) in cash equal to one hundred and one percent (101%) the Redemption Price of the aggregate outstanding Principal amount thereof (including without limitation, capitalized interest thereon) of the Notes plus accrued and unpaid interest on a thereon, if any, to the date of purchase specified therein, which specified date cannot be earlier than twenty days following such (the “Change of Control but Payment Date”). Company will make the Change of Control Offer by delivering a written notice of such offer to the Lenders within ten (10) days of the occurrence of a Change of Control, specifying the Change of Control Payment Date (which such date shall not be no later more than thirty (30) days following such Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"Control). The Borrower A Lender may accept such Change of Control Offer by delivering a written notice of acceptance to the Company within fifteen (15) days after receipt of the Change of Control Offer specifying the amount of the Notes to be redeemed. In connection with the Change of Control Offer, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Bridge Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to such Change of Control Offer, the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Agreement by virtue thereofregulations. (b) By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Borrower Company shall, to the extent lawful, (1) accept for payment all Bridge Notes or portions thereof properly tendered pursuant to the Change of Control Offer Offer, and (2) pay via wire transfer in immediately available funds an amount equal to the Change of Control Payment in respect of all Bridge Notes or portions thereof so tendered. All payments under this Section 4.05 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the applicable Notes, then to payment of default interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of Principal. The Borrower Company shall send to each Lender, Lender that has tendered its Bridge Notes, Notes the applicable Change of Control Payment for such Bridge Notes, and the Borrower Company shall promptly execute and mail to each Lender a new Bridge Note equal in Principal amount to any unpurchased portion of the Bridge Notes surrendered, if any. Notwithstanding the foregoing provisions of this SECTION 4.05, prior Prior to compliance with this SECTION Section 4.05, but in any event within thirty ten (3010) days following a Change of Control, the Borrower Company will either repay (x) cause all outstanding Senior Indebtedness to be paid in full or (y) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Bridge Notes required by this SECTION Section 4.05. The Borrower Company shall publicly announce provide written notice to the Lenders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.