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

Mandatory Prepayment Upon Change of Control. No later than the date of ------------------------------------------- the occurrence of any Change of Control, the Company shall give written notice thereof to the Administrative Agent accompanied by a certificate of the president, the chief financial officer or the general counsel of the Company specifying the nature of such Change of Control and the date on which such Change of Control occurred. Such notice shall (a) contain the written, irrevocable offer of the Company to prepay in full all Obligations of the Company (including, without limitation, all Obligations under Section 3 hereof) on a date (the "Change of Control Prepayment Date") specified in such notice (which date shall in no event be later than the date which is five (5) Business Days after the date such Change of Control shall have occurred), (b) state that, unless the Company receives written notice to the contrary from the Administrative Agent at the direction of the Majority Banks not later than one Business Day prior to the Change of Control Prepayment Date, the Company's offer to prepay under this Section 2.6(b) shall be deemed to have been accepted by the Administrative Agent at the direction of the Majority Banks, (c) state the outstanding principal amount under each of the Notes as of the date of such notice and (d) contain such additional information as the Administrative Agent or any Bank shall reasonably request. If the Company does not receive written notice from the Administrative Agent on or before the Business Day preceding the Change of Control Prepayment Date, of the election of the Administrative Agent at the direction of the Majority Banks not to accept the offer of the Company to prepay as described above, all Obligations shall become immediately due and payable by the Company on the Change of Control Prepayment Date and the Commitment shall be terminated on such date.

Mandatory Prepayment Upon Change of Control. No later than the date ------------------------------------------- of ------------------------------------------- the occurrence of any Change of Control, the Company shall give written notice thereof to the Administrative Agent accompanied by a certificate of any one of the president, the chief financial officer or the general counsel of the Company specifying the nature of such Change of Control and the date on which such Change of Control occurred. Such notice shall (a) contain the written, irrevocable offer of the Company to prepay in full all Obligations of the Company (including, without limitation, all Obligations under Section 3 hereof) on a date (the "Change of Control Prepayment Date") specified in such notice (which date shall in no event be later than the date which is five (5) Business Days after the date such Change of Control shall have occurred), (b) state that, unless the Company receives written notice to the contrary from the Administrative Agent at the direction of the Majority Banks not later than one Business Day prior to the Change of Control Prepayment Date, the Company's offer to prepay under this Section subsection 2.6(b) shall be deemed to have been accepted by the Administrative Agent at the direction of the Majority Banks, (c) state the outstanding principal amount under each of the Notes as of the date of such notice and (d) contain such additional information as the Administrative Agent or any Bank shall reasonably request. If the Company does not receive written notice from the Administrative Agent on or before the Business Day preceding the Change of Control Prepayment Date, of the election of the Administrative Agent at the direction of the Majority Banks not to accept the offer of the Company to prepay as described above, all Obligations shall become immediately due and payable by the Company on the Change of Control Prepayment Date and the Commitment shall be terminated on such date.

Mandatory Prepayment Upon Change of Control. No later than In the date event that a Change of ------------------------------------------- Control shall occur or the occurrence Company shall have knowledge of any impending Change of Control, the Company shall give written notice thereof (a "Company Notice") promptly (and in any event within three business days thereafter) to the Administrative Agent accompanied by a certificate each holder of the president, Notes then outstanding. The Company Notice shall (i) describe in reasonable detail the chief financial officer or the general counsel of the Company specifying the nature of facts and circumstances giving rise to such Change of Control and the date on which such Change of Control occurred. Such notice shall Control, (aii) contain the writtenoffer to prepay, irrevocable offer of the Company to prepay in full all Obligations of the Company (including, without limitation, all Obligations under Section 3 hereof) on a date (the "Change of Control Prepayment Date") specified in such notice (which date shall in no event be later not less than the date which is five (5) Business Days 30 days nor more than 60 days after the date of the Company Notice, all of the Notes held by such holder, at a price equal to 100% of the principal amount of Notes so to be prepaid, accrued interest thereon to the Change of Control shall have occurred)Prepayment Date, together with the then applicable Make-Whole Amount, (biii) state request such holder to notify the Company in writing, not less than 10 days prior to the Change of Control Prepayment Date, of its acceptance or rejection of such offer, (iv) inform such holder that, unless upon its receipt of the Company receives written notice Notice, failure to reject such offer in writing on or before the 10th day prior to the contrary from Change of Control Prepayment Date shall be deemed acceptance of such offer and (v) set forth the Administrative Agent at the direction respective names and addresses of, and principal amounts of the Majority Banks not later Notes held by, any other holders of the Notes then outstanding. Not less than one Business Day two business days prior to the Change of Control Prepayment Date, the Company's offer to prepay under this Section 2.6(b) Company shall be deemed to have been accepted by the Administrative Agent at the direction of the Majority Banks, (c) state the outstanding principal amount under provide each holder of the Notes as with a reasonably detailed computation of the date of such notice Make-Whole Amount. The Company covenants and (d) contain such additional information as the Administrative Agent or any Bank shall reasonably request. If the Company does not receive written notice from the Administrative Agent agrees that it will on or before the Business Day preceding the Change of Control Prepayment Date, Date prepay all of the election Notes held by each holder of the Administrative Agent at Notes then outstanding which has accepted the direction prepayment offer in accordance with this Section 2.3, by payment of the Majority Banks not principal amount of such Notes, together with interest accrued on the unpaid principal amount of such Notes to accept the offer of the Company to prepay as described above, all Obligations shall become immediately due and payable by the Company on the Change of Control Prepayment Date and the Commitment then applicable Make-Whole Amount. For purposes of this Section 2.3, the following terms shall be terminated on such date.have the meanings ascribed thereto below:

Mandatory Prepayment Upon Change of Control. No later than the date of ------------------------------------------- the occurrence of any Change of Control, the Company shall give written notice thereof to the Administrative Agent accompanied by a certificate of the president, the chief financial officer or the general counsel president of the Company specifying the nature of such Change of Control and the date on which such Change of Control occurred. Such notice shall (a) contain the written, irrevocable offer of the Company to prepay in full all Obligations of the Company (including, without limitation, all Obligations under Section 3 hereof) on a date (the "Change of Control Prepayment Date") specified in such notice (which date shall in no event be later than the date which is five (5five(5) Business Days after the date such Change of Control shall have occurred), (b) state that, unless the Company receives written notice to the contrary from the Administrative Agent at the direction of the Majority Banks not later than one Business Day prior to the Change of Control Prepayment Date, the Company's offer to prepay under this Section 2.6(b) shall be deemed to have been accepted by the Administrative Agent at the direction of the Majority Banks, (c) state the outstanding principal amount under each of the Notes as of the date of such notice and (d) contain such additional information as the Administrative Agent or any Bank shall reasonably request. If the Company does not receive written notice from the Administrative Agent on or before the Business Day preceding the Change of Control Prepayment Date, of the election of the Administrative Agent at the direction of the Majority Banks not to accept the offer of the Company to prepay as described above, all Obligations shall become immediately due and payable by the Company on the Change of Control Prepayment Date and the Commitment shall be terminated on such dateDate.