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

Offer to Prepay Upon Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) 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 as defined below) in respect thereof and (c) offer to prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. 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 Prepayment 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), at 100% of the principal amount of each such Note, together with interest accrued thereon to the Change of Control 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 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 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 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. Promptly and in any event within five Business Days after the occurrence of (i) If a Change of ControlControl occurs, each Lender will have the Company will give written notice thereof (right to require that the Borrower prepay all or a “Change portion of Control Notice”) the Senior Unsecured Obligations owing to such Lender pursuant 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 as defined below) in respect thereof and (c) offer to prepay all outstanding Notes at the price specified described below on the date therein specified (the “Change of Control Prepayment DateOffer”), which shall be a Business Day not more than in an amount equal to 101% of the outstanding principal amount of the Senior Unsecured Obligations owing to such Lender plus accrued interest to the date of prepayment. Within 90 days after following the date upon which the Change of Control occurred (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. Such notice shall state, among other things, the prepayment 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 Notice. Each holder of a Note will notify shall be made only in the Company reasonable anticipation of such holder’s acceptance or rejection Change of such offer by giving written notice of such acceptance or rejection Control; and provided further, that the Borrower shall not be required to the Company on or before the date for such notice specified in prepay any Senior Unsecured Obligations requested to be prepaid pursuant to 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 Offer if such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment 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), at 100% of the principal amount of each such Note, together with interest accrued thereon to the Change of Control 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 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 but does 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. Promptly and in any event within five (a)Within three Business Days after any Responsible Officer has knowledge of the occurrence of a any Change of Control, the Company will shall give written notice thereof of such Change of Control (a “Change of Control Notice”) to the holders each holder of all outstanding Notesa Note, which Change of Control Notice notice shall (a) refer specifically to this Section 9.3, (bi) describe the facts and circumstances of such Change of Control in reasonable detail and specify the Change of Control Prepayment Date detail, (ii) refer to this Section 8.6 and the Response Date rights of the holders hereunder, (each as defined belowiii) in respect thereof and (c) contain an irrevocable offer by the Company to prepay all the entire outstanding Notes principal amount of each Note held by such holder at 100% of the price specified below on principal amount thereof, together with interest accrued thereon to the date therein of prepayment plus an amount equal to the Make-Whole Amount for each such Note, on a specified date (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. 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 Notice unless otherwise agreed by the Company shall prepay 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 Prepayment Date all and the estimated Make-Whole Amount that would be due in connection with such prepayment (calculated as if the date 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), at 100% of the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date. Such prepayment shall be without payment Notice were the date of any the prepayment), setting forth the details of such calculation of the estimated 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 have rejected such offer on or before the Response Date, (v) request that such holder shall be deemed to have waived its rights under this Section 9.3 to require prepayment of all Notes held notify the Company in writing by such holder in respect of such a specified date (the “Change of Control but Acceptance Notification Date”), which date shall be not in respect of any subsequent Change of Control. For purposes of this Section 9.3, any holder of more less than one Note may act separately with respect to each Note so held as of 20 days after the date of such Change of Control Notice (with unless otherwise agreed by the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held Company 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 each 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 holders of the assets Notes) if such holder wishes any of the Company its Notes 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 be so nominated; or (d) a transaction permitted by Section 11.5(b) in respect of which the Guarantor is not the Successor Corporationprepaid.

Offer to Prepay Upon Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 9.38.3, (b) describe the 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 outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. 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 Prepayment 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), at 100% of the principal amount of each such Note, together with interest accrued thereon to the Change of Control 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 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 8.3 to require prepayment of all Notes held by such holder in respect of such Change of Control but not in respect of any subsequent Change of Control. For purposes of this Section 9.38.3, 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 GuarantorCompany; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Guarantor 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 11.5(b10.5(b) in respect of which the Guarantor Company is not the Successor Corporation.