Common use of Offer to Prepay Upon Change of Control Clause in Contracts

Offer to Prepay Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to each Lender to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Term Loans prepaid, to the date of prepayment (the “Change of Control Payment”). Within 30 days following any Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control and stating: (i) that the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Term Loans for which prepayment is not requested will continue to accrue interest; (iv) that, unless the Borrower defaults in the payment of the Change of Control Payment, all Term Loans for which payment is requested pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any Notes with other customary documents as the Borrower may reasonably request, to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request to have such Term Loans prepaid. (b) On the Change of Control Payment Date, the Borrower will: (i) transfer to the Administrative Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating the aggregate principal amount of Term Loans or portions thereof being prepaid by the Borrower. (c) The Administrative Agent shall promptly mail to each Lender so requesting the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment price.

Offer to Prepay Upon Change of Control. (ai) Upon the occurrence of If a Change of ControlControl occurs, each Lender will have the right to require that the Borrower will make an prepay all or a portion of the Senior Unsecured Obligations owing to such Lender pursuant to the offer described below (a the “Change of Control Offer”) to each Lender to prepay all or any part (), in an amount equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans at 101% of the aggregate outstanding principal amount thereof of the Senior Unsecured Obligations owing to such Lender plus accrued and unpaid interest, if any, on the Term Loans prepaid, interest to the date of prepayment (the “Change of Control Payment”)prepayment. Within 30 90 days following any Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute date upon which the Change of Control and stating: occurred (i) that or, at the Borrower’s option, prior to the occurrence of such Change of Control), the Borrower must send, by first class mail, a notice to each Lender, which notice shall govern the terms of the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) Offer. Such notice shall state, among other things, the purchase price and the purchase prepayment date, which shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”); (iii) provided that any Term Loans for which prepayment is not requested will continue change of Control Offer made prior to accrue interest; (iv) that, unless the Borrower defaults in the payment any date of the such Change of Control Paymentshall be made only in the reasonable anticipation of such Change of Control; and provided further, all Term Loans for which payment is that the Borrower shall not be required to prepay any Senior Unsecured Obligations requested to be prepaid pursuant to the such Change of Control Offer will cease to accrue interest after the if such Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any Notes with other customary documents as the Borrower may reasonably request, to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, does not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request to have such Term Loans prepaidoccur. (bii) On the Change of Control Payment Date, the Borrower will: shall, to the extent lawful, (i1) transfer prepay all Senior Unsecured Obligations or portions thereof pursuant to the Change of Control Offer, (2) deposit with the Administrative Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Term Loans Senior Unsecured Obligations or portions thereof for which prepayment has have been requested; and requested to be prepaid and (ii3) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating the aggregate principal amount of Term Loans Senior Unsecured Obligations or portions thereof being prepaid by the Borrower. (c) . The Administrative Agent shall promptly mail to each Lender so requesting such prepayment the Change of Control Payment for such Term Loans. (d) Lender’s Senior Unsecured Obligations, and the Administrative Agent shall promptly mail to each Lender, if applicable, a new Note equal in principal amount to any unpaid portion of the Notes surrendered, if any. The provisions described above that require Borrower shall publicly announce the Borrower to make a results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 5.01(m)(i) above, but in any event within 30 days following any Change of Control, the Borrower covenants to: (i) repay in full and terminate all commitments under all Debt under any Credit Facility the terms of which require repayment upon a Change of Control Control; or (ii) obtain the requisite consents under such Credit Facilities to permit the prepayment of Senior Unsecured Obligations as provided below. The Borrower’s failure to comply with the covenant described in the immediately preceding sentence shall be applicable whether or constitute an Event of Default described in clause (c) and not any other provisions of this Agreement are applicablein clause (b) under Section 6.01. (eiii) The Notwithstanding anything to the contrary in this Section 5.01(m), the Borrower shall not be required to make a Change of Control Offer upon a Change of Control Control, if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable Section 5.01(m) and prepays Senior Unsecured Obligations owing to a all Lenders validly requesting prepayment under such Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment priceOffer.

Offer to Prepay Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Borrowers have previously or concurrently delivered a prepayment notice with respect to all outstanding Loans as described under Section 2.05(a), the Borrower will Borrowers shall make an offer to prepay all of the Loans pursuant to the offer described below (a the “Change of Control Offer”) to each Lender to prepay all or any part at a price in cash (the “Change of Control Payment”) equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans at 101100.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Term Loans prepaid, to the date of prepayment (the “Change of Control Payment”)purchase. Within 30 thirty days following any Change of Control, the Borrower will mail Borrowers shall deliver a notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent (for delivery shall promptly deliver such notice to each LenderLender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (i) describing that a Change of Control has occurred or will occur (together with the identification of the transaction or transactions that constitute the related Change of Control Control) and stating: (i) that the a Change of Control Offer is being made pursuant to this Section 6.13 6.11 and that all Term Loans properly accepted for which payment is requested and not rescinded prepayment pursuant to such Change of Control Offer will be accepted for paymentprepaid by the Borrowers; (ii) the purchase price and the purchase date, which shall will be no earlier than 30 thirty days and no nor later than 60 sixty days from the date on which such notice is mailed delivered (the “Change of Control Payment Date”); (iii) that any Term Loans Loan not properly accepted for which prepayment is not requested in accordance with Section 6.11 will remain outstanding and continue to accrue interest; (iv) that, that unless the Borrower defaults in Borrowers default on the payment of the Change of Control Payment, all Term Loans accepted for which payment is requested pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (v) that Lenders requesting that their Term electing to have any Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any Notes with other customary documents as the Borrower may reasonably request, to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if election to require the Borrowers to prepay such Loans; provided that the Administrative Agent receives, not later than the close of business on the second Business Day preceding expiration date of the Change of Control Payment DateOffer, a telegramfacsimile transmission, telex, facsimile transmission an electronic mail or letter setting forth the name of the such Lender, the principal amount of Term Loans for which prepayment is requested to be prepaid, and a statement that such Lender is withdrawing his request its election to have such Term Loans prepaid; (vii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (viii) the other instructions, as determined by the Borrowers, consistent with this Section 6.11, that a Lender must follow. The notice of a Change of Control Offer, if delivered in a manner herein provided, shall be conclusive evidence of its delivery, whether or not a Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or the notice received by any Lender is defective, such Lender’s failure to receive such notice or such defective notice shall not affect the validity of the proceedings for the prepayment of the Loans as to all other Lenders that properly received such notice without defect. (b) On the Change of Control Payment Date, the Borrower will:Borrowers shall, to the extent permitted by law, (i) transfer prepay all Loans or portions thereof properly accepted for prepayment in accordance with Section 6.11 pursuant to the Change of Control Offer; and (ii) deposit with the Administrative Agent in immediately available funds an amount equal to the aggregate Change of Control Payment in respect of all Term Loans or portions thereof accepted for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating the aggregate principal amount of Term Loans or portions thereof being prepaid by the Borrowerprepayment. (c) The Administrative Agent Borrowers shall promptly mail to each Lender so requesting the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower not be required to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower Borrowers and prepays all Term Loans validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary in the foregoing, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Offer or (ii) notice at the time of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment making of the applicable prepayment priceChange of Control Offer.

Offer to Prepay Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to each Lender to prepay all or any part (equal to $1,000 1,000,000 or an integral multiple of $1,000250,000) of each Lender’s Term Loans at a price in cash equal to 101% of the aggregate principal amount thereof of Term Loans prepaid plus accrued and unpaid interest, if any, interest on the Term Loans prepaid, prepaid to the date of prepayment prepayment, subject to the rights of Lenders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) Lender describing the transaction or transactions that constitute the Change of Control and stating: (i) that the Change of Control Offer is being made pursuant to this Section 6.13 1.10 and that all Term Loans for which payment is requested and not rescinded tendered will be accepted for payment; (ii) the purchase prepayment price and the purchase prepayment date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Term Loans for which prepayment is Loan not requested tendered will continue to accrue interest; (iv) that, unless the Borrower defaults in the payment of the Change of Control Payment, all Term Loans accepted for which payment is requested pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders requesting that their electing to have any Term Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any the Notes, with the form entitled “Option of Lender to Elect Purchase” attached to the Notes with other customary documents as the Borrower may reasonably requestcompleted, or transfer by book-entry transfer, to the Administrative Agent Borrower at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request election if the Administrative Agent Borrower receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans delivered for which prepayment is requested purchase, and a statement that such Lender is withdrawing his request its election to have such the Term Loans prepaidpurchased; and (vii) that Lenders whose Notes are being prepaid only in part will be issued new Notes equal in principal amount to the remaining portion of the Term Loans surrendered, which remaining portion must be equal to $2,000 in principal amount or an integral multiple of $1,000. (b) On the Change of Control Payment Date, the Borrower will: (i) transfer , to the Administrative Agent in immediately available funds an amount equal extent lawful accept for payment all Term Loans or portions of Term Loans properly tendered pursuant to the Change of Control Payment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating the aggregate principal amount of Term Loans or portions thereof being prepaid by the Borrower. (c) Offer. The Administrative Agent shall Borrower will promptly mail to each Lender so requesting of Term Loans properly tendered the Change of Control Payment for such Term Loans, and the Borrower will promptly issue and mail (or cause to be transferred by book entry) to each Lender a new Note equal in principal amount to any remaining portion of the Term Loans surrendered, if any. Prior to the Change of Control Payment Date, the Borrower will either repay all outstanding Senior Lien Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Lien Debt to permit prepayment of Term Loans required by this Section 1.10. (dc) The provisions described above that require Notwithstanding anything to the contrary in this Section 1.10, the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower Section 1.10 and prepays all Term Loans properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment priceOffer.

Offer to Prepay Upon Change of Control. (a) Upon Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Borrower Company will make an offer give written notice thereof (a “Change of Control OfferNotice”) to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 9.3, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (each Lender as defined below) in respect thereof and (c) offer to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans outstanding Notes at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, price specified below on the Term Loans prepaid, to the date of prepayment therein specified (the “Change of Control PaymentPrepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. Within Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), which specified date shall be a Business Day not less than 30 days following any nor more than 60 days after the date of such Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute Control Notice. The Company shall prepay on the Change of Control and stating: Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (i) it being understood that failure of any holder to accept such offer on or before the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which Response Date shall be no earlier than 30 days and no later than 60 days from the date deemed to constitute rejection by such notice is mailed (the “Change of Control Payment Date”holder); (iii) that any Term Loans for which prepayment is not requested will continue to accrue interest; (iv) that, unless the Borrower defaults in the payment at 100% of the Change principal amount of Control Paymenteach such Note, all Term Loans for which payment is requested pursuant together with interest accrued thereon to the Change of Control Offer will cease Prepayment Date. Such prepayment shall be without payment of any Make-Whole Amount, but shall include, in the case of any Swapped Note, the Swap Indemnity Amount, calculated and payable as provided in Section 9.7(b). If any holder shall reject or be deemed to accrue interest after have rejected such offer on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 9.3 to require prepayment of all Notes held by such holder in respect of such Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant but not in respect of any subsequent Change of Control. For purposes of this Section 9.3, any holder of more than one Note may act separately with respect to a each Note so held as of the date of such Change of Control Offer will Notice (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held). A “Change of Control” shall be required deemed to surrender have occurred if at any Notes with time after the date of this Agreement one or more of the following events shall occur: (a) any sale, lease, exchange or other customary documents as transfer (in a single transaction or a series of related transactions) of all or substantially all of the Borrower may reasonably request, assets of the Company to any Person or “group” (within the Administrative Agent prior to meaning of the close Exchange Act and the rules of business the Securities and Exchange Commission thereunder in effect on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request to have such Term Loans prepaid. date hereof); (b) On the Change acquisition of Control Payment Dateownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the Borrower will: meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 35% or more of the outstanding shares of the voting stock of the Guarantor; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Guarantor by Persons who were neither (i) transfer to nominated by the Administrative Agent in immediately available funds an amount equal to the Change current board of Control Payment directors nor (ii) appointed by directors so nominated; or (d) a transaction permitted by Section 11.5(b) in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating Guarantor is not the aggregate principal amount of Term Loans or portions thereof being prepaid by the BorrowerSuccessor Corporation. (c) The Administrative Agent shall promptly mail to each Lender so requesting the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment price.

Offer to Prepay Upon Change of Control. (a) Upon Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Borrower Company will make an offer give written notice thereof (a “Change of Control OfferNotice”) to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 8.3, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (each Lender as defined below) in respect thereof and (c) offer to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans outstanding Notes at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, price specified below on the Term Loans prepaid, to the date of prepayment therein specified (the “Change of Control PaymentPrepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. Within Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), which specified date shall be a Business Day not less than 30 days following any nor more than 60 days after the date of such Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute Control Notice. The Company shall prepay on the Change of Control and stating: Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (i) it being understood that failure of any holder to accept such offer on or before the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which Response Date shall be no earlier than 30 days and no later than 60 days from the date deemed to constitute rejection by such notice is mailed (the “Change of Control Payment Date”holder); (iii) that any Term Loans for which prepayment is not requested will continue to accrue interest; (iv) that, unless the Borrower defaults in the payment at 100% of the Change principal amount of Control Paymenteach such Note, all Term Loans for which payment is requested pursuant together with interest accrued thereon to the Change of Control Offer will cease Prepayment Date. Such prepayment shall be without payment of any Make-Whole Amount. If any holder shall reject or be deemed to accrue interest after have rejected such offer on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.3 to require prepayment of all Notes held by such holder in respect of such Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant but not in respect of any subsequent Change of Control. For purposes of this Section 8.3, any holder of more than one Note may act separately with respect to a each Note so held as of the date of such Change of Control Offer will Notice (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held). A “Change of Control” shall be required deemed to surrender have occurred if at any Notes with time after the date of this Agreement one or more of the following events shall occur: (a) any sale, lease, exchange or other customary documents as transfer (in a single transaction or a series of related transactions) of all or substantially all of the Borrower may reasonably request, assets of the Company to any Person or “group” (within the Administrative Agent prior to meaning of the close Exchange Act and the rules of business the Securities and Exchange Commission thereunder in effect on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request to have such Term Loans prepaid. date hereof); (b) On the Change acquisition of Control Payment Dateownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the Borrower will: meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 35% or more of the outstanding shares of the voting stock of the Company; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) transfer to nominated by the Administrative Agent in immediately available funds an amount equal to the Change current board of Control Payment directors nor (ii) appointed by directors so nominated; or (d) a transaction permitted by Section 10.5(b) in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating Company is not the aggregate principal amount of Term Loans or portions thereof being prepaid by the BorrowerSuccessor Corporation. (c) The Administrative Agent shall promptly mail to each Lender so requesting the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment price.

Offer to Prepay Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Lender will have the right to require the Borrower will make an to prepay all or any part of the Lender’s Loans and other Obligations owed to the Lender pursuant to the offer described below (a the “Change of Control Offer”) to each Lender to prepay all or any part (). In the Change of Control Offer, the Borrower shall offer a Change of Control Payment in cash equal to $1,000 or an integral multiple of $1,000) of each Lender’s Term Loans at 101% of the aggregate principal amount thereof of the Loans prepaid plus accrued and unpaid interest, if any, on the Term Loans prepaid, interest thereon to the date of prepayment purchase plus any other Obligations and to the Lender (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Borrower will has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Administrative Agent (for delivery to each Lender) Lender describing the transaction or transactions that constitute the Change of Control and stating: offering to prepay the Loans on the prepayment date specified in such notice (i) that the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as required by law (the “Change of Control Payment Date”); (iii) that any Term Loans for which prepayment is not requested will continue to accrue interest; (iv) that), unless the Borrower defaults in the payment of the Change of Control Payment, all Term Loans for which payment is requested pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant to a Change of Control Offer will be procedures required to surrender any Notes with other customary documents as the Borrower may reasonably request, to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested by this Agreement and a statement that described in such Lender is withdrawing his request to have such Term Loans prepaid. (b) notice. On the Change of Control Payment Date, the Borrower willshall, to the extent lawful: (ia) transfer to prepay the Administrative Agent in immediately available funds an amount equal Loans or portion thereof properly tendered pursuant to the Change of Control Payment in respect of all Term Loans or portions thereof for which prepayment has been requestedOffer; and (iib) deliver or cause to be delivered to the Administrative Agent Lender an Officers’ Certificate stating the aggregate principal amount of Term the Loans or portions portion thereof being prepaid by the Borrower. (c) . The Administrative Agent Borrower shall promptly mail issue (upon the request of the Lender) a new Note equal in principal amount to each Lender so requesting the portion of the Loans that remains outstanding, if any. Prior to complying with any of the provisions of this Section 7.19, but in any event within 90 days following a Change of Control, the Borrower will either repay all secured indebtedness outstanding under the First Lien Loan Agreements or obtain the requisite consents, if any, under the First Lien Loan Agreements to permit the repayment of the Loans required by this covenant. If the Borrower does not obtain such consents or repay such borrowings, the Borrower will be prohibited from prepaying the Loan. The Borrower will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) Date. The Borrower shall not be required to make a Change of Control Offer offer upon a Change of Control if (i) a third party makes the Change of Control Offer offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Section 7.17 and prepays or purchases all Loans outstanding under such Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment priceOffer.

Offer to Prepay Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “"Change of Control Offer”") to each Lender to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of each Lender’s 's Term Loans at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Term Loans prepaid, to the date of prepayment (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control and stating: (i) that the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (iii) that any Term Loans for which prepayment is not requested will continue to accrue interest; (iv) that, unless the Borrower defaults in the payment of the Change of Control Payment, all Term Loans for which payment is requested pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any Notes with other customary documents as the Borrower may reasonably request, to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request to have such Term Loans prepaid. (b) On the Change of Control Payment Date, the Borrower will: (i) transfer to the Administrative Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ ' Certificate stating the aggregate principal amount of Term Loans or portions thereof being prepaid by the Borrower. (c) The Administrative Agent shall promptly mail to each Lender so requesting the Change of Control Payment for such Term Loans. (d) The provisions described above that require the Borrower to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Agreement are applicable. (e) The Borrower shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment of the applicable prepayment price.

Offer to Prepay Upon Change of Control. (a) Upon Within three Business Days after any Responsible Officer has knowledge of the occurrence of a any Change of Control, the Borrower will make an offer Company shall give written notice of such Change of Control (a “Change of Control OfferNotice”) to each Lender holder of a Note, which notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.6 and the rights of the holders hereunder, (iii) contain an irrevocable offer by the Company to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) the entire outstanding principal amount of each Lender’s Term Loans Note held by such holder at 101100% of the aggregate principal amount thereof plus thereof, together with interest accrued and unpaid interest, if any, on the Term Loans prepaid, thereon to the date of prepayment plus an amount equal to the Make-Whole Amount for each such Note, on a specified date (the “Change of Control PaymentPrepayment Date”). Within , which date shall be a Business Day not less than 30 nor more than 60 days following any after the date of such Change of ControlControl Notice unless otherwise agreed by the Company and each of the holders of the Notes, the Borrower will mail a notice to the Administrative Agent (for delivery iv) with respect to each Lender) describing Note of such holder, state the transaction or transactions amount of interest that constitute would be paid on the Change of Control Prepayment Date and stating: the estimated Make-Whole Amount that would be due in connection with such prepayment (i) that calculated as if the date of the Change of Control Offer is being made pursuant to this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from Notice were the date of the prepayment), setting forth the details of such notice is mailed calculation of the estimated Make-Whole Amount, and (v) request that such holder notify the Company in writing by a specified date (the “Change of Control Payment Acceptance Notification Date”); (iii) that any Term Loans for , which prepayment is date shall be not requested will continue to accrue interest; (iv) that, unless less than 20 days after the Borrower defaults in the payment date of the such Change of Control Payment, all Term Loans for which payment is requested pursuant to Notice (unless otherwise agreed by the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders requesting that their Term Loans be prepaid pursuant to a Change of Control Offer will be required to surrender any Notes with other customary documents as the Borrower may reasonably request, to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders will be entitled to withdraw their request if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name Company and each of the Lender, holders of the principal amount Notes) if such holder wishes any of Term Loans for which prepayment is requested and a statement that such Lender is withdrawing his request its Notes to have such Term Loans be so prepaid. (b) A holder may accept or reject an offer of prepayment made pursuant to this Section 8.6 by causing written notice of such acceptance or rejection to be delivered to the Company on or before the Change of Control Acceptance Notification Date. If a holder does not notify the Company on or before the Change of Control Acceptance Notification Date of such holder’s acceptance or rejection of the prepayment offer contained in the relevant Change of Control Notice, such holder will be deemed to have accepted the prepayment offer. For purposes of this Section 8.6, any holder of more than one Note may act separately with respect to each such Note (with the effect that a holder may accept an offer with respect to one or more Notes and reject such offer with respect to one or more other Notes). (c) Two Business Days prior to the Change of Control Prepayment Date, the Company will deliver to each holder of a Note being so prepaid a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount for such Note as of the Change of Control Prepayment Date. (d) On the Change of Control Payment Prepayment Date, the Borrower will: (i) transfer to the Administrative Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (ii) deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate stating the aggregate entire outstanding principal amount of Term Loans each Note with respect to which the holder thereof has accepted (or portions thereof being prepaid by is deemed to have accepted) such prepayment offer, at 100% of the Borrower. (c) The Administrative Agent shall promptly mail principal amount thereof, together with interest accrued thereon to each Lender so requesting the Change date of Control Payment for such Term Loans. (d) The provisions described above that require prepayment plus the Borrower to make a Change of Control Offer following a Change of Control shall Make-Whole Amount, will be applicable whether or not any other provisions of this Agreement are applicabledue and payable. (e) The Borrower shall not be required Company will promptly provide to make any holder of a Note all information in the possession of the Company that it may reasonably and legally provide which such holder may reasonably request in writing in order to enable such holder to evaluate the effect of a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer on such holder’s investment in the manner, at the times and otherwise in compliance with the requirements set forth Notes. (f) Nothing in this Agreement applicable Section 8.6 shall be construed to a Change of Control Offer made by limit the Borrower and prepays all Term Loans not withdrawn under the Change of Control Offer rights or (ii) notice of voluntary prepayment has been given in accordance with Section 3.1 unless and until there is a default in payment remedies of the applicable prepayment priceholders following a Default or Event of Default.