Common use of Notice of Change of Control Clause in Contracts

Notice of Change of Control. In the event the Company obtains knowledge of a Change of Control or an impending Change of Control, the Company will promptly give written notice (a “Company Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge of a Change of Control, shall such a Company Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company will give written notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge of the Change of Control Date, the Company’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Change of Control Date in its Control Change Notice, the Company shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In the event the Company Borrower obtains knowledge of a Change of Control or an impending Change of Control, the Company Borrower will promptly give written notice (a “Company Borrower Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge of a Change of Control, event shall such a Company Borrower Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers Borrower of such event, indicating that such event requires the Borrowers Borrower to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company Borrower will give written notice (such notice, together with a Company Borrower Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the CompanyBorrower). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company Borrower in reasonable detail (including the Change of Control Date or, if the Company Borrower does not have knowledge of the Change of Control Date, the CompanyBorrower’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers Borrower to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers Borrower within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company Borrower shall not have designated the Change of Control Date in its Control Change Notice, the Company Borrower shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In the event the Company US Guarantor obtains knowledge of a Change of Control or an impending Change of Control, the Company US Guarantor will promptly give written notice (a “Company US Guarantor Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge of a Change of Control, event shall such a Company US Guarantor Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers Borrower of such event, indicating that such event requires the Borrowers Borrower to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company US Guarantor will give written notice (such notice, together with a Company US Guarantor Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the CompanyUS Guarantor). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company US Guarantor in reasonable detail (including the Change of Control Date or, if the Company US Guarantor does not have knowledge of the Change of Control Date, the CompanyUS Guarantor’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers Borrower to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers Borrower and the US Guarantor within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company US Guarantor shall not have designated the Change of Control Date in its Control Change Notice, the Company US Guarantor shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In Within 15 days following the event the Company obtains knowledge of a Change of Control or an impending Change of Control, the Company will promptly give written notice (a “Company Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge occurrence of a Change of Control, shall such a Company Control Change Notice be delivered provided that the Corporation has not then exercised its right to the Administrative Agent and the Banks more than three (3) Business Days after the Change redeem all shares of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans Series C Preferred Stock pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.26(e)(vi). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company Corporation will give written provide to holders of Series C Preferred Stock a notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge occurrence of the Change of Control Date, that describes the Company’s best estimate of such resulting Change of Control Date)Conversion Right, (b) make reference which notice shall be delivered to Section 3.2.2 and the rights holders of record of the Banks to require shares of the Borrowers to prepay the Loans Series C Preferred Stock in their addresses as they appear on the terms stock transfer records of the Corporation and conditions provided for therein, and shall state: (ci) state that each Bank may make a demand for payment the events constituting the Change of its Loans by providing written notice to Control; (ii) the Borrowers within fifteen (15) days after the effective date of such the Change of Control; (iii) the last date on which the holders of Series C Preferred Stock may exercise their Change of Control Change Notice. In Conversion Right; (iv) the event method and period for calculating the Company shall not have designated Common Stock Price; (v) the Change of Control Date in its Control Change NoticeConversion Date; (vi) that if, the Company shall keep the Administrative Agent and the Banks informed as prior to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereofConversion Date, the Corporation has provided notice of its election to redeem all or any shares of Series C Preferred Stock, holders will not be able to convert the shares of Series C Preferred Stock called for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock; (viii) the name and address of the paying agent, transfer agent and conversion agent for the Series C Preferred Stock; (ix) the procedures that the holders of Series C Preferred Stock must follow to exercise the Change of Control Conversion Right (including procedures for surrendering shares for conversion through the facilities of a Depositary (as defined below)), including the form of conversion notice to be delivered by such holders as described below; and (x) the last date on which holders of Series C Preferred Stock may withdraw shares surrendered for conversion and the procedures that such holders must follow to effect such a withdrawal.

Notice of Change of Control. In Within 15 days following the event the Company obtains knowledge of a Change of Control or an impending Change of Control, the Company will promptly give written notice (a “Company Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge occurrence of a Change of Control, shall such a Company Control Change Notice be delivered provided that the Corporation has not then exercised its right to the Administrative Agent and the Banks more than three (3) Business Days after the Change redeem all shares of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans Series D Preferred Stock pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.26(f)(vi). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company Corporation will give written provide to holders of Series D Preferred Stock a notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge occurrence of the Change of Control that describes the resulting Series D Change of Control Conversion Right, which notice shall be delivered to the holders of record of the shares of the Series D Preferred Stock in their addresses as they appear on the stock transfer records of the Corporation and shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series D Preferred Stock may exercise their Series D Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Series D Change of Control Conversion Date; (vi) that if, prior to the Series D Change of Control Conversion Date, the Company’s best estimate Corporation has provided notice of its election to redeem all or any shares of Series D Preferred Stock, holders will not be able to convert the shares of Series D Preferred Stock called for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Series D Change of Control Date)Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series D Preferred Stock; (bviii) make reference to Section 3.2.2 the name and the rights address of the Banks paying agent, transfer agent and conversion agent for the Series D Preferred Stock; (ix) the procedures that the holders of Series D Preferred Stock must follow to require exercise the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Series D Change of Control Date in its Control Change NoticeConversion Right (including procedures for surrendering shares for conversion through the facilities of a Depositary (as defined below)), including the Company shall keep form of conversion notice to be delivered by such holders as described below; and (x) the Administrative Agent last date on which holders of Series D Preferred Stock may withdraw shares surrendered for conversion and the Banks informed as procedures that such holders must follow to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereofeffect such a withdrawal.

Notice of Change of Control. In The Company shall send notices (each, a “Company Notice”) to the event Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, on or before the 30th day after the occurrence of the Change of Control (the “Company obtains knowledge Notice Date”). Such Company Notice shall include a form of Change of Control Purchase Notice to be completed by a Holder and shall state: (1) the Repayment Price, the Conversion Rate at the time of such notice applicable to such series of Securities and any expected adjustments to the Conversion Rate of such series of Securities and, to the extent known at the time of such notice, the amount of accrued and unpaid interest and Unpaid Additional Interest Payments that will be payable with respect to the Securities on the Change of Control Purchase Date; (2) the Change of Control Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1; (3) the name and address of the Paying Agent and the Conversion Agent; (4) that Securities must be surrendered to the Paying Agent to collect payment of the Repayment Price; (5) that Securities as to which a Change of Control Purchase Notice has been given may be converted only if the applicable Change of Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (6) that the Repayment Price for any Securities as to which a Change of Control Purchase Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the Change of Control Purchase Date or an impending the time of book-entry transfer or delivery of such Securities; (7) the procedures the Holder must follow under Sections 11.1 and Section 11.2; (8) that, unless the Company defaults in making payment of such Repayment Price on Securities covered by any Change of Control Purchase Notice, as applicable, the accrual of interest and the entitlement to receive Additional Interest Payments will cease on the Securities to which the Change of Control Purchase Notice relates on and after the Change of Control Purchase Date; (9) the CUSIP or ISIN number of the applicable series of Securities; (10) the procedures for withdrawing a Change of Control Purchase Notice; and (11) the events causing a Change of Control and the date of the Change of Control. Simultaneously with providing such Company Notice, the Company will promptly give written publish a notice (containing the information in such Company Notice in a “Company Control Change Notice”) newspaper of general circulation in The City of New York or publish such fact to information on its then existing website. At the Administrative Agent and the Banks Company’s request, made at least forty (40) days [•] Business Days prior to the proposed Change of Control Company Notice Date, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that that, in no eventall cases, and regardless the text of when the Company obtains knowledge of a Change of Control, Notice shall such a Company Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company will give written notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified prepared by the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge of the Change of Control Date, the Company’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Change of Control Date in its Control Change Notice, the Company shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In the event the Company obtains knowledge Prior to any consummation of a Change of Control or an impending any proposed Change of Control, the Company will promptly give written notice (a “Company Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed Change of Control Date; provided, however, that in no event, and regardless of when the Company obtains knowledge of a Change of Control, shall such a Company Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any proposed Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company will give written notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge of the Change of Control Date, the Company’s best estimate of such Change of Control Date), (b) 31 Americas 91904575 (2K) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Change of Control Date in its Control Change Notice, the Company shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In Within 30 days after the event the Company obtains knowledge occurrence of a Change of Control or an impending Change of Control, the Company will promptly give shall mail a written notice of Change of Control (a the “Change of Control Company Control Change Notice”) by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change of Control Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Change of Control and the date of such fact Change of Control; (ii) that the Holder has a right to require the Company to repurchase the Holder’s Securities; (iii) the date by which the Change of Control Repurchase Notice pursuant to this Section 11.03 must be delivered to the Administrative Paying Agent in order for a Holder to exercise the Change of Control repurchase right; (iv) the Change of Control Repurchase Date; (v) the Change of Control Repurchase Price; (vi) whether the Change of Control Repurchase Price will be paid in cash or shares of Applicable Stock, or a combination thereof and, in the case of a combination, the percentage of each; (vii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, that the number of shares of Applicable Stock each Holder will receive will equal the quotient obtained by dividing the amount of the Change of Control Repurchase Price to be paid in shares of Applicable Stock by 95% of the average of the Sale Price of the Applicable Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day immediately preceding the Change of Control Repurchase Date; (viii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, the method of calculating the Sale Price of the shares of Applicable Stock; (ix) that because the Sale Price of the shares of Applicable Stock will be determined prior to the Change of Control Repurchase Date, Holders of the Securities will bear the market risk that the shares of Applicable Stock to be received will decline in value between the date such Sale Price is determined and the Change of Control Repurchase Date; (x) the name and address of the Paying Agent and the Banks at least forty Conversion Agent; (40xi) days prior to the proposed Conversion Price applicable on the Change of Control Company Notice Date; (xii) that Securities as to which a Change of Control Repurchase Notice has been given may be converted pursuant to Article 13 hereof only if the Change of Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xiii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiv) that the Change of Control Repurchase Price for any Security as to which a Change of Control Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change of Control Repurchase Date and the time of surrender of such Security as described in (xiii); (xv) the procedures the Holder must follow to exercise rights under this Section 11.03; (xvi) the conversion rights, if any, of the Securities; (xvii) the procedures for withdrawing a Change of Control Repurchase Notice; and (xviii) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such Change of Control Company Notice in the Company’s name and at the Company’s expense; provided, however, that that, in no event, and regardless of when the Company obtains knowledge of a Change of Control, shall such a Company Control Change Notice be delivered to the Administrative Agent and the Banks more than three (3) Business Days after the Change of Control Date. Without limiting the foregoing, upon obtaining actual knowledge of any Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereofall cases, the Company will give written notice (such notice, together with a Company Control Change Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances text of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge of the Change of Control Date, Notice shall be prepared by the Company’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Change of Control Date in its Control Change Notice, the Company shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.

Notice of Change of Control. In The Company shall send notices (each, a “Company Notice”) to the event Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, on or before the 30th day after the occurrence of the Change of Control (the “Company obtains knowledge Notice Date”). Such Company Notice shall include a form of Change of Control Purchase Notice to be completed by a Holder and shall state: (1) the Repayment Price, the Conversion Rate at the time of such notice applicable to such series of Securities and any expected adjustments to the Conversion Rate of such series of Securities and, to the extent known at the time of such notice, the amount of accrued and unpaid interest and Unpaid Additional Interest Payments that will be payable with respect to the Securities on the Change of Control Purchase Date; (2) the Change of Control Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1; (3) the name and address of the Paying Agent and the Conversion Agent; (4) that Securities must be surrendered to the Paying Agent to collect payment of the Repayment Price; (5) that Securities as to which a Change of Control or an impending Change of Control, Purchase Notice has been given may be converted only if the Company will promptly give written notice (a “Company Control Change Notice”) of such fact to the Administrative Agent and the Banks at least forty (40) days prior to the proposed applicable Change of Control Date; provided, however, Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (6) that in no event, and regardless of when the Company obtains knowledge of Repayment Price for any Securities as to which a Change of ControlControl Purchase Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the Change of Control Purchase Date or the time of book-entry transfer or delivery of such Securities; (7) the procedures the Holder must follow under Sections 11.1 and Section 11.2; (8) that, shall unless the Company defaults in making payment of such a Company Repayment Price on Securities covered by any Change of Control Change Notice be delivered to Purchase Notice, as applicable, the Administrative Agent accrual of interest and the Banks more than three (3) Business Days entitlement to receive Additional Interest Payments will cease on the Securities to which the Change of Control Purchase Notice relates on and after the Change of Control Purchase Date. Without limiting ; (9) the foregoing, upon obtaining actual knowledge of any procedures for withdrawing a Change of Control or impending Change of Control, any of the Administrative Agent and the Banks may (but in no case shall any of them be obligated to) deliver written notice to the Borrowers of such event, indicating that such event requires the Borrowers to prepay the Loans pursuant to Section 3.2.2 (and in any such notice a Bank may make demand for payment of its Loans under Section 3.2.2). Promptly upon receipt of such notice, but in no event later than five (5) Business Days after actual receipt thereof, the Company will give written notice (such notice, together with a Company Control Change Purchase Notice, a “Control Change Notice”) of such fact to the Administrative Agent and the Banks (including the Bank that has so notified the Company). Any Control Change Notice shall (a) describe the principal facts and circumstances of such Change of Control known to the Company in reasonable detail (including the Change of Control Date or, if the Company does not have knowledge of the Change of Control Date, the Company’s best estimate of such Change of Control Date), (b) make reference to Section 3.2.2 and the rights of the Banks to require the Borrowers to prepay the Loans on the terms and conditions provided for therein, and (c) state that each Bank may make a demand for payment of its Loans by providing written notice to the Borrowers within fifteen (15) days after the effective date of such Control Change Notice. In the event the Company shall not have designated the Change of Control Date in its Control Change Notice, the Company shall keep the Administrative Agent and the Banks informed as to any changes in the estimated Change of Control Date and shall provide written notice to the Administrative Agent and the Banks specifying the Change of Control Date promptly upon obtaining knowledge thereof.; and