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

Offer to Prepay Upon Change of Control. If a Change of Control occurs, the Lender will have the right to require the Borrower to prepay all or any part of the Lender’s Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the Loans prepaid plus accrued and unpaid interest thereon to the date of 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 has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Lender describing the transaction or transactions that constitute the Change of Control and offering to prepay the Loans on the prepayment date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”)), pursuant to the procedures required by this Agreement and described in such notice. On the Change of Control Payment Date, the Borrower shall, to the extent lawful: (a) prepay the Loans or portion thereof properly tendered pursuant to the Change of Control Offer; and (b) deliver or cause to be delivered to the Lender an Officers’ Certificate stating the aggregate principal amount of the Loans or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request of the Lender) a new Note equal in principal amount to 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 Date. The Borrower shall not be required to make a Change of Control offer upon a Change of Control if 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 Section 7.17 and prepays or purchases all Loans outstanding under such Change of Control Offer.

Offer to Prepay Upon Change of Control. If a (a) Within three Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control, the Company shall give written notice of such Change of Control occurs(a “Change of Control Notice”) to each holder of a Note, which notice shall (i) describe the Lender will have facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.6 and the right to require rights of the Borrower holders hereunder, (iii) contain an irrevocable offer by the Company to prepay all or any part the entire outstanding principal amount of each Note held by such holder at 100% of the Lender’s Loans and other Obligations owed principal amount thereof, together with interest accrued thereon to the Lender pursuant date of prepayment plus an amount equal to the offer described below Make-Whole Amount for each such Note, on a specified date (the “Change of Control OfferPrepayment Date”). In , which date shall be a Business Day not less than 30 nor more than 60 days after the date of such Change of Control Notice unless otherwise agreed by the Company and each of the holders of the Notes, (iv) with respect to each Note of such holder, state the amount of interest that would be paid on the Change of Control Offer, Prepayment Date and the Borrower shall offer a estimated Make-Whole Amount that would be due in connection with such prepayment (calculated as if the date of the Change of Control Payment in cash equal to 101% of the aggregate principal amount of the Loans prepaid plus accrued and unpaid interest thereon to Notice were the date of purchase plus any other Obligations the prepayment), setting forth the details of such calculation of the estimated Make-Whole Amount, and to (v) request that such holder notify the Lender Company in writing by a specified date (the “Change of Control PaymentAcceptance Notification Date”). Within 30 , which date shall be not less than 20 days following any after the date of such Change of Control, Control Notice (unless otherwise agreed by the Borrower has exercised Company and each of the holders of the Notes) if such holder wishes any of its right Notes to prepay the Loans be so prepaid. (b) A holder may accept or reject an offer of prepayment made pursuant to this Section 2.4, the Borrower shall mail a 8.6 by causing written notice of such acceptance or rejection to be delivered to the Lender describing the transaction Company on or transactions that constitute before the Change of Control and offering to prepay Acceptance Notification Date. If a holder does not notify the Loans Company on or before the prepayment date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”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)), pursuant . (c) Two Business Days prior to the procedures required by this Agreement and described in 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 notice. Note as of the Change of Control Prepayment Date. (d) On the Change of Control Payment Prepayment Date, the Borrower shall, to the extent lawful: (a) prepay the Loans or portion thereof properly tendered pursuant to the Change of Control Offer; and (b) deliver or cause to be delivered to the Lender an Officers’ Certificate stating the aggregate entire outstanding principal amount of each Note with respect to which the Loans holder thereof has accepted (or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request is deemed to have accepted) such prepayment offer, at 100% of the Lender) a new Note equal in principal amount thereof, together with interest accrued thereon to the portion date of prepayment plus the Make-Whole Amount, will be due and payable. (e) The Company will promptly provide to any holder of a Note all information in the possession of the Loans Company that remains outstanding, if any. Prior it may reasonably and legally provide which such holder may reasonably request in writing in order to complying with any enable such holder to evaluate the effect 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 Date. The Borrower shall not be required to make a Change of Control offer upon a Change of Control if 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 Section 7.17 and prepays 8.6 shall be construed to limit the rights or purchases all Loans outstanding under such Change remedies of Control Offerthe holders following a Default or Event of Default.

Offer to Prepay Upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, the Borrower will make an offer (a "Change of Control Offer") to each Lender will have the right to require the Borrower to prepay all or any part of the Lender’s Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). 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 of the Loans prepaid thereof plus accrued and unpaid interest thereon interest, if any, on the Term Loans prepaid, to the date of purchase plus any other Obligations and to the Lender prepayment (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall will mail a notice to the Lender Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control and offering stating: (i) that the Change of Control Offer is being made pursuant to prepay this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the Loans on purchase price and the prepayment date specified in such notice (purchase date, which must shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law 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 procedures 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 by this Agreement 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 described in a statement that such notice. Lender is withdrawing his request to have such Term Loans prepaid. (b) On the Change of Control Payment Date, the Borrower shall, to the extent lawfulwill: (ai) prepay transfer to the Loans or portion thereof properly tendered pursuant Administrative Agent in immediately available funds an amount equal to the Change of Control OfferPayment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (bii) deliver or cause to be delivered to the Lender Administrative Agent an Officers’ ' Certificate stating the aggregate principal amount of the Term Loans or portion portions thereof being prepaid by the Borrower. . (c) The Borrower Administrative Agent shall promptly issue (upon the request of the Lender) a new Note equal in principal amount mail to 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 each Lender so requesting the Change of Control Payment Date. 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 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 Section 7.17 and prepays or purchases all Loans outstanding under such Agreement applicable to a Change of Control OfferOffer 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. If (a) Upon the occurrence of a Change of Control occursControl, the Borrower will make an offer (a “Change of Control Offer”) to each Lender will have the right to require the Borrower to prepay all or any part (equal to $1,000,000 or an integral multiple of the $250,000) of each Lender’s Term Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer at a Change of Control Payment price in cash equal to 101% of the aggregate principal amount of the Term Loans prepaid plus accrued and unpaid interest thereon on the Term Loans prepaid to the date of purchase plus any other Obligations and prepayment, subject to the Lender 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, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall will mail a notice to the each Lender describing the transaction or transactions that constitute the Change of Control and offering stating: (i) that the Change of Control Offer is being made pursuant to prepay the this Section 1.10 and that all Term Loans on tendered will be accepted for payment; (ii) the prepayment date specified in such notice (price and the prepayment date, which must shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law mailed (the “Change of Control Payment Date”)); (iii) that any Term Loan not 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 payment pursuant to the procedures Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Lenders electing to have any Term Loans prepaid pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Lender to Elect Purchase” attached to the Notes completed, or transfer by this Agreement book-entry transfer, to the 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 election if the 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 purchase, and described a statement that such Lender is withdrawing its election to have the Term Loans purchased; and (vii) that Lenders whose Notes are being prepaid only in such notice. 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 shallwill, to the extent lawful: (a) prepay the lawful accept for payment all Term Loans or portion thereof portions of Term Loans properly tendered pursuant to the Change of Control Offer; and . The Borrower will promptly mail to each Lender of Term Loans properly tendered the Change of Control Payment for such Term Loans, and the Borrower will promptly issue and mail (b) deliver or cause to be delivered transferred by book entry) to the each Lender an Officers’ Certificate stating the aggregate principal amount of the Loans or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request of the Lender) a new Note equal in principal amount to the any remaining portion of the Term Loans that remains outstandingsurrendered, 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 ControlControl Payment Date, the Borrower will either repay all secured indebtedness outstanding under the First Senior Lien Loan Agreements Debt or obtain the requisite consents, if any, under the First all agreements governing outstanding Senior Lien Loan Agreements Debt to permit the repayment prepayment of the Term Loans required by this covenant. If Section 1.10. (c) Notwithstanding anything to the Borrower does not obtain such consents or repay such borrowingscontrary in this Section 1.10, 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 Date. The Borrower shall not be required to make a Change of Control offer Offer upon a Change of Control if 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 Section 7.17 1.10 and prepays or purchases all Term Loans outstanding properly tendered and not withdrawn under such the Change of Control Offer.

Offer to Prepay Upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, the Borrower will make an offer (a “Change of Control Offer”) to each Lender will have the right to require the Borrower to prepay all or any part (equal to $1,000 or an integral multiple of the $1,000) of each Lender’s Term Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer a Change of Control Payment in cash equal to at 101% of the aggregate principal amount of the Loans prepaid thereof plus accrued and unpaid interest thereon interest, if any, on the Term Loans prepaid, to the date of purchase plus any other Obligations and to the Lender prepayment (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall will mail a notice to the Lender Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control and offering stating: (i) that the Change of Control Offer is being made pursuant to prepay this Section 6.13 and that all Term Loans for which payment is requested and not rescinded will be accepted for payment; (ii) the Loans on purchase price and the prepayment date specified in such notice (purchase date, which must shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law 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 procedures 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 by this Agreement 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 described in a statement that such notice. Lender is withdrawing his request to have such Term Loans prepaid. (b) On the Change of Control Payment Date, the Borrower shall, to the extent lawfulwill: (ai) prepay transfer to the Loans or portion thereof properly tendered pursuant Administrative Agent in immediately available funds an amount equal to the Change of Control OfferPayment in respect of all Term Loans or portions thereof for which prepayment has been requested; and (bii) deliver or cause to be delivered to the Lender Administrative Agent an Officers’ Certificate stating the aggregate principal amount of the Term Loans or portion portions thereof being prepaid by the Borrower. . (c) The Borrower Administrative Agent shall promptly issue (upon the request of the Lender) a new Note equal in principal amount mail to 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 each Lender so requesting the Change of Control Payment Date. 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 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 Section 7.17 and prepays or purchases all Loans outstanding under such Agreement applicable to a Change of Control OfferOffer 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. If Promptly and in any event within five Business Days after the occurrence of a Change of Control occursControl, the Lender Company will have give written notice thereof (a “Change of Control Notice”) to the right holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to require this Section 9.3, (b) describe the Borrower Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (each as defined below) in respect thereof and (c) offer to prepay all or any part of outstanding Notes at the Lender’s Loans and other Obligations owed to price specified below on the Lender pursuant to the offer described below date therein specified (the “Change of Control OfferPrepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. In 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 nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control OfferPrepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Response Date shall be deemed to constitute rejection by such holder), the Borrower shall offer a Change of Control Payment in cash equal to 101at 100% of the aggregate principal amount of the Loans prepaid plus each such Note, together with interest accrued and unpaid interest thereon to the date of 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 has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Lender describing the transaction or transactions that constitute the Change of Control and offering to prepay the Loans on the prepayment date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”)), pursuant to the procedures required by this Agreement and described in such notice. On the Change of Control Payment Date, the Borrower shall, to the extent lawful: (a) prepay the Loans or portion thereof properly tendered pursuant to the Change of Control Offer; and (b) deliver 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 cause be deemed to have rejected such offer on or before the Response Date, such holder shall be delivered deemed to the Lender an Officers’ Certificate stating the aggregate principal amount of the Loans or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request of the Lender) a new Note equal in principal amount to the portion of the Loans that remains outstanding, if any. Prior to complying with any of the provisions of have waived its rights under this Section 7.19, but 9.3 to require prepayment of all Notes held by such holder in any event within 90 days following a Change respect 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 Date. The Borrower shall not be required to make a Change of Control offer upon a Change of Control if 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 Section 7.17 and prepays or purchases all Loans outstanding under such Change of Control Offerbut 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 each Note so held as of the date of such Change of Control 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 deemed to have occurred if at any time after the date of this Agreement one or more of the following events shall occur: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or “group” (within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof); (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the 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) nominated by the current board of directors nor (ii) appointed by directors so nominated; or (d) a transaction permitted by Section 11.5(b) in respect of which the Guarantor is not the Successor Corporation.

Offer to Prepay Upon Change of Control. (a) If a Change of Control occurs, unless the Lender will Borrowers have previously or concurrently delivered a prepayment notice with respect to all outstanding Loans as described under Section 2.05(a), the right to require the Borrower Borrowers shall make an offer to prepay all or any part of the Lender’s Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer ) at a Change of Control Payment price in cash equal to 101% of the aggregate principal amount of the Loans prepaid plus accrued and unpaid interest thereon to the date of purchase plus any other Obligations and to the Lender (the “Change of Control Payment”)) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. Within 30 thirty days following any Change of Control, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower Borrowers shall mail deliver a notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly deliver such notice to each Lender describing to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (i) 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) and that a Change of Control Offer is being made pursuant to this Section 6.11 and offering that all Loans properly accepted for prepayment pursuant to prepay such Change of Control Offer will be prepaid by the Loans on Borrowers; (ii) the prepayment date specified in such notice (purchase price and the purchase date, which must will be no earlier than 30 thirty days nor later than 60 sixty days from the date on which such notice is mailed, other than as required by law delivered (the “Change of Control Payment Date”)); (iii) that any Loan not properly accepted for prepayment in accordance with Section 6.11 will remain outstanding and continue to accrue interest; (iv) that unless the Borrowers default on the payment of the Change of Control Payment, all Loans accepted for payment pursuant to the procedures Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Lenders electing to have any Loans prepaid pursuant to a Change of Control Offer will be required 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 election to require the Borrowers to prepay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Change of Control Offer, a facsimile transmission, an electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such 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 Agreement and described 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 Borrowers shall, to the extent lawful:permitted by law, (ai) prepay the all Loans or portion portions thereof properly tendered accepted for prepayment in accordance with Section 6.11 pursuant to the Change of Control Offer; and (bii) deliver or cause to be delivered deposit with the Administrative Agent an amount equal to the Lender an Officers’ Certificate stating the aggregate principal amount of the Loans or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request of the Lender) a new Note equal in principal amount to 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 Date. in respect of all Loans or portions thereof accepted for prepayment. (c) The Borrower Borrowers shall not be required to make a Change of Control offer upon Offer following a Change of Control if 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 Section 7.17 Agreement applicable to a Change of Control Offer made by the Borrowers and prepays or purchases all Loans outstanding 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 at the time of making of the Change of Control Offer.

Offer to Prepay Upon Change of Control. If Promptly and in any event within five Business Days after the occurrence of a Change of Control occursControl, the Lender Company will have give written notice thereof (a “Change of Control Notice”) to the right holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to require this Section 8.3, (b) describe the Borrower Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (each as defined below) in respect thereof and (c) offer to prepay all or any part of outstanding Notes at the Lender’s Loans and other Obligations owed to price specified below on the Lender pursuant to the offer described below date therein specified (the “Change of Control OfferPrepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. In 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 nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control OfferPrepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Response Date shall be deemed to constitute rejection by such holder), the Borrower shall offer a Change of Control Payment in cash equal to 101at 100% of the aggregate principal amount of the Loans prepaid plus each such Note, together with interest accrued and unpaid interest thereon to the date of 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 has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Lender describing the transaction or transactions that constitute the Change of Control and offering to prepay the Loans on the prepayment date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”)), pursuant to the procedures required by this Agreement and described in such notice. On the Change of Control Payment Date, the Borrower shall, to the extent lawful: (a) prepay the Loans or portion thereof properly tendered pursuant to the Change of Control Offer; and (b) deliver Prepayment Date. Such prepayment shall be without payment of any Make-Whole Amount. If any holder shall reject or cause be deemed to have rejected such offer on or before the Response Date, such holder shall be delivered deemed to the Lender an Officers’ Certificate stating the aggregate principal amount of the Loans or portion thereof being prepaid by the Borrower. The Borrower shall promptly issue (upon the request of the Lender) a new Note equal in principal amount to the portion of the Loans that remains outstanding, if any. Prior to complying with any of the provisions of have waived its rights under this Section 7.19, but 8.3 to require prepayment of all Notes held by such holder in any event within 90 days following a Change respect 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 Date. The Borrower shall not be required to make a Change of Control offer upon a Change of Control if 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 Section 7.17 and prepays or purchases all Loans outstanding under such Change of Control Offerbut 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 each Note so held as of the date of such Change of Control 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 deemed to have occurred if at any time after the date of this Agreement one or more of the following events shall occur: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or “group” (within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof); (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the 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) nominated by the current board of directors nor (ii) appointed by directors so nominated; or (d) a transaction permitted by Section 10.5(b) in respect of which the Company is not the Successor Corporation.

Offer to Prepay Upon Change of Control. (i) If a Change of Control occurs, the each Lender will have the right to require that the Borrower to prepay all or any part a portion of the Lender’s Loans and other Senior Unsecured Obligations owed owing to the such Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer a Change of Control Payment in cash an amount equal to 101% of the aggregate outstanding principal amount of the Loans prepaid Senior Unsecured Obligations owing to such Lender plus accrued and unpaid interest thereon to the date of purchase plus any other Obligations and to the Lender (the “Change of Control Payment”)prepayment. Within 30 90 days following any Change of Control, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Lender describing the transaction or transactions that constitute date upon which the Change of Control and offering occurred (or, at the Borrower’s option, prior to prepay the Loans on 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. Such notice shall state, among other things, the prepayment date specified in such notice (date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”))) provided that any change of Control Offer made prior to any date of such Change of Control shall be made only in the reasonable anticipation of such Change of Control; and provided further, that the Borrower shall not be required to prepay any Senior Unsecured Obligations requested to be prepaid pursuant to the procedures required by this Agreement and described in such notice. Change of Control Offer if such Change of Control does not occur. (ii) On the Change of Control Payment Date, the Borrower shall, to the extent lawful: , (a1) prepay the Loans all Senior Unsecured Obligations or portion portions thereof properly tendered pursuant to the Change of Control Offer; and , (b2) deposit with the Administrative Agent an amount equal to the Change of Control Payment in respect of all Senior Unsecured Obligations or portions thereof which have been requested to be prepaid and (3) deliver or cause to be delivered to the Lender Administrative Agent an Officers’ Certificate stating the aggregate principal amount of the Loans Senior Unsecured Obligations or portion portions thereof being prepaid by the Borrower. The Borrower Administrative Agent shall promptly issue (upon mail to each Lender requesting such prepayment the request Change of Control Payment for such 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 the any unpaid portion of the Loans that remains outstandingNotes surrendered, 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 shall publicly announce the 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; 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 constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01. (iii) Notwithstanding anything to the contrary in this Section 5.01(m), the Borrower shall not be required to make a Change of Control offer Offer upon a Change of Control Control, if 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 Section 7.17 5.01(m) and prepays or purchases Senior Unsecured Obligations owing to all Loans outstanding Lenders validly requesting prepayment under such Change of Control Offer.