Common use of Mandatory Prepayment on Change of Control Clause in Contracts

Mandatory Prepayment on Change of Control. 7.2.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”): (a) all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled. 7.2.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.

Mandatory Prepayment on Change of Control. 7.2.1 7.3.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”): (a) a. all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) b. the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled. 7.2.2 7.3.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 7.3.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.

Mandatory Prepayment on Change of Control. 7.2.1 7.3.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”): (a) all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled. 7.2.2 7.3.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 7.3.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.

Mandatory Prepayment on Change of Control. 7.2.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”):): #3462336/1 30 (117) (a) all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled. 7.2.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.

Mandatory Prepayment on Change of Control. 7.2.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”): (a) a. all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) b. the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled. 7.2.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.

Mandatory Prepayment on Change of Control. 7.2.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”): (a) all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and (b) the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled.. #10394456/1 7.2.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers. 7.2.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.