Common use of Prepayment in Connection with a Change of Control Clause in Contracts

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall give written notice thereof (each a “Control Prepayment Notice”) to each holder of a Note, which Control Prepayment Notice shall describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4, (ii) specify a Business Day not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following the date of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all Notes as to which each holder has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. The failure by the holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “Change of Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment Notice shall (a) refer specifically to this Section 8.7, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), (ii) specify which shall be a Business Day not less than 30 days and not more than 60 90 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and 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 in full on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 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 a price in respect the principal amount of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumNote, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment Date but without premium. If any holder shall reject such offer on or before the Response Date. The failure by the , such holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection have waived its rights under this Section 8.7 to require prepayment of all Notes held by such holder in respect of such offerChange of Control but not in respect of any subsequent Change of Control. For purposes of this Section 8.7, any holder of more than one Note may act separately with respect to each Note so held (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).

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “Change of Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment Notice shall (a) refer specifically to this Section 8.7, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), (ii) specify which shall be a Business Day not less than 30 days and not more than 60 90 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and 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 in full on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 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 a price in respect the principal amount of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumNote, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment Date. The failure by the holder of , plus any Swap Reimbursement Amount or minus any Net Gain applicable to each Note to respond to an be prepaid, but without premium. If any holder shall reject such offer made in accordance with this Section 8.4 by on or before the Control Response Date Date, such holder shall be deemed to be a rejection have waived its rights under this Section 8.7 to require prepayment of all Notes held by such holder in respect of such offerChange of Control but not in respect of any subsequent Change of Control. For purposes of this Section 8.7, any holder of more than one Note may act separately with respect to each Note so held (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).

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a upon becoming aware that -a Change of ControlControl has occurred, the Company shall give written notice thereof (each of such fact to all holders of the Notes. Promptly upon becoming aware that a “Change of Control Prepayment Event has occurred, and in any event not later than 21 days after the occurrence of such Change of Control Prepayment Event, the Company shall give written notice (the “Change of Control Event Notice”) of such fact to each holder all holders of a Note, which the Notes. The Change of Control Prepayment Event Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4detail, (ii) specify refer to this Section 8.4 and the rights of the holders hereunder and state that a Change of Control Prepayment Event has occurred, (iii) contain an offer to prepay all Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not less than 30 days following the Response Date referred to below and in any event not more than 60 45 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateEvent Notice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Event Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and which specified date shall be not less than 30 days after the date of such Change of Control Event Notice. The Company shall prepay in full on the Change of Control Prepayment Date all of the Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of has been so accepted (it being understood that the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. The failure by the holder of any Note holder to respond to an accept such offer made in accordance with this Section 8.4 by on or before the Control Response Date shall be deemed to constitute rejection by such holder), at the principal amount of each such Note together with interest accrued thereon to the Change of Control Prepayment Date, without any premium. If any holder shall reject (or be a rejection deemed to have rejected) such offer with respect to any Note held by such holder on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.4 to require prepayment of such offer.Note for which such offer was rejected (or deemed rejected) in respect of such Change of Control Prepayment Event but not in respect of any subsequent Change of Control Prepayment Event. For purposes of this Section 8.4, any holder of more than one Note may act separately with respect to each Note so held (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). As used herein a “Change of Control” shall be deemed to occur if at any time following the Closing any Person, or group of Persons acting in concert, acquires (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (x) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Company, or (y) appoint or remove all, or the majority, of the directors

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “Change of Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment 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 (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), (ii) specify which shall be a Business Day not less than 30 days following the Response Date referred to below and in any event not more than 60 90 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and which specified date shall be not less than 30 days nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay in full on the Change of Control Prepayment Date all of the Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 at has not been so rejected (it being understood that failure of any holder to reject such offer on or before the Response Date shall be deemed to constitute a price in respect of each such Note held rejection by such holder equal to holder), at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumof each such Note, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment DateDate for each such Note. The failure by the If any holder of shall reject (or is deemed to have rejected) such offer with respect to any Note to respond to an offer made in accordance with this Section 8.4 held by such holder on or before the Control Response Date Date, such holder shall be deemed to be a rejection have waived its rights under this Section 8.3 to require prepayment of such offerNote for which such offer was rejected in respect of such Change of Control 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 each Note so held (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). As used herein, a “Change of Control” shall be deemed to have occurred if, whether by an event or series of events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 25% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or (c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of control over the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 25% or more of the combined voting power of such securities.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days 20 days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Control Prepayment Notice notice shall (a) refer specifically to this Section 5.3, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all Notes at the price specified below on the date therein specified (the "CHANGE OF CONTROL PREPAYMENT DATE"), (ii) specify which shall be a Business Day not less than 30 days and not nor more than 60 days after the date of the Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Datenotice. Each holder of a Note shall will notify the Company of such holder’s 's acceptance (indicating the aggregate principal amount of notes to be prepaid) or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 at least five days following prior to the date Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all Notes as (the "RESPONSE DATE"), except that the failure by any such holder to which each holder has accepted respond in writing to such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of on or before the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. The failure by the holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection of such offer by such holder in respect of such Change of Control. On the Change of Control Prepayment Date the Company will prepay all of the Notes held by the holders as to which such offer has been accepted, at the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date, plus a premium equal to 1% of such principal amount. If any holder shall reject such offer, such holder shall be deemed to have waived its rights under this Section 5.3 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.

Prepayment in Connection with a Change of Control. (a) Promptly and in any event within five Business Days after the occurrence of upon becoming aware that a Change of ControlControl has occurred, the Company shall give written notice thereof (each of such fact to all holders of the Notes. Promptly upon becoming aware that a “Change of Control Prepayment Event has occurred, and in any event not later than 21 days after the occurrence of such Change of Control Prepayment Event, the Company shall give written notice (the “Change of Control Event Notice”) of such fact to each holder all holders of a Note, which the Notes. The Change of Control Prepayment Event Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4detail, (ii) specify refer to this Section 8.4 and the rights of the holders hereunder and state that a Change of Control Prepayment Event has occurred, (iii) contain an offer to prepay all Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not less than 30 days following the Response Date referred to below and in any event not more than 60 45 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateEvent Notice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Event Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and which specified date shall be not less than 30 days after the date of such Change of Control Event Notice. The Company shall prepay in full on the Change of Control Prepayment Date all of the Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of has been so accepted (it being understood that the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. The failure by the holder of any Note holder to respond to an accept such offer made in accordance with this Section 8.4 by on or before the Control Response Date shall be deemed to be a constitute rejection by such holder), at the principal amount of each such offer.Note together with interest accrued thereon to the Change of Control Prepayment Date, without any

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “Change of Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment Notice shall (a) refer specifically to this Section 8.8, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas each such term is defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), (ii) specify which shall be a Business Day not less than 30 days and not more than 60 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and 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 in full on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 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 a price in respect the principal amount of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumNote, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment Date but without premium. If any holder shall reject such offer on or before the Response Date. The failure by the , such holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection have waived its rights under this Section 8.8 to require prepayment of all Notes held by such holder in respect of such offerChange of Control but not in respect of any subsequent Change of Control. For purposes of this Section 8.8, any holder of more than one Note may act separately with respect to each Note so held (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).

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall give written notice thereof (each a “"Control Prepayment Notice”") to each holder of a Note, which Control Prepayment Notice shall describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4, (ii) specify a Business Day not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice (the “"Control Prepayment Date”") and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s 's acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following the date of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “"Control Response Date”"), and the Company shall prepay in full on the Control Prepayment Date all Notes as to which each holder has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date. The failure by the holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall will give written notice thereof (each a “"Change of Control Prepayment Notice”") to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment Notice shall (a) refer specifically to this Section 8.2, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all outstanding Notes at the price specified below on the date therein specified (the "Change of Control Prepayment Date"), (ii) specify which shall be a Business Day not less than 30 days and not more than 60 90 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company of such holder’s 's acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 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 nor more than 60 days after the date of the such Change of Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and the Notice. The Company shall prepay in full on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 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 a price in respect the principal amount of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumNote, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment Date, without premium. The failure by If any holder shall reject or be deemed to have rejected such offer on or before the Response Date, such holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection have waived its rights under this Section 8.2 to require prepayment of all Notes held by such holder in respect of such offerChange of Control but not in respect of any subsequent Change of Control. For purposes of this Section 8.2, any holder of more than one Note may act separately with respect to each Note so held (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 in respect of which the Company is not the successor, surviving or acquiring corporation, as the case may be.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall give written notice thereof (each a “Control Prepayment Notice”) to each holder of a Note, which Control Prepayment Notice notice shall describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4, (ii) specify a Business Day not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice such notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note the Notes of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or prior to the date of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”)) ten Business Days prior to the Control Prepayment Date, and the Company shall prepay in full on the Control Prepayment Date all Notes as to which held by each holder that has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. The failure by the holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with a Change of Control. (a) Promptly and in any event within five Business Days after any Responsible Officer has knowledge of the occurrence of a Change of Control, the Company shall give written notice thereof (each a “Control Prepayment Notice”) to each holder of a Note, which Control Prepayment Notice notice shall (i) refer specifically to this Section 8.3 and describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4), (ii) specify a Business Day not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice such notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) the Notes of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 on a date at least 10 days following the date of prior to the Control Prepayment Notice Date (such date 20 10 days following the date of prior to the Control Prepayment Notice Date being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all Notes as to which held by each holder that has accepted such offer in accordance with this Section 8.4 8.3(a) at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. The Date (it being understood that the failure by the a holder of any Note to respond to an such offer made in accordance with this Section 8.4 by writing on or before the Control Response Date shall be deemed to be a rejection of such offer). (b) A “Change of Control” will be deemed to have occurred for purposes of Section 8.3(a) if, during any consecutive two year period commencing on or after the date of this Agreement, individuals who at the beginning of such period constituted the Board of Directors of the Guarantor (together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Guarantor was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; provided that a Change of Control will not be deemed to have occurred if at such time (and within 90 days thereafter) and after giving effect to such cessation, the Obligors have unsecured debt outstanding which is rated at least Investment Grade by two or more of S&P, Xxxxx’x and Fitch.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall Issuer will give written notice thereof (each a “Change of Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Change of Control Prepayment Notice shall (a) refer specifically to this Section 8.2, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), (ii) specify which shall be a Business Day not less than 30 days and not more than 60 90 days after the date of the such Change of Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment DateNotice. Each holder of a Note shall will notify the Company Issuer of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following on or before the date for such notice specified in such Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and which specified date shall be not less than 30 days nor more than 60 days after the Company date of such Change of Control Notice. The Issuer shall prepay in full on the Change of Control Prepayment Date all of the Notes held by the holders as to which each holder has accepted such offer in accordance with this Section 8.4 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 a price in respect the principal amount of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premiumNote, together with interest accrued thereon to, but excluding, to the Change of Control Prepayment Date, plus a premium equal to 1.00% of such principal amount for each such Note. The failure by If any holder shall reject (or be deemed to have rejected) such offer on or before the Response Date, such holder of any Note to respond to an offer made in accordance with this Section 8.4 by the Control Response Date shall be deemed to be a rejection have waived its rights under this Section 8.2 to require prepayment of all Notes held by such holder in respect of such offerChange of Control but not in respect of any subsequent Change of Control. For purposes of this Section 8.2, any holder of more than one Note may act separately with respect to each Note so held (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).

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after any Responsible Officer has knowledge of the occurrence of a Change of Control, the Company shall give written notice thereof (each a “Control Prepayment Notice”) to each holder of a Note, which Control Prepayment Notice notice shall (i) refer specifically to this Section 8.4 and describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4), (ii) specify a Business Day not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice such notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) the Notes of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 on a date at least 10 days following the date of prior to the Control Prepayment Notice Date (such date 20 10 days following the date of prior to the Control Prepayment Notice Date being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all Notes as to which held by each holder that has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. The ; provided, however, that the failure by the holder of any Note to respond to an such offer made in accordance with this Section 8.4 by writing on or before the Control Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with a Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company shall either Obligor will give written notice thereof (each a “Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Control Prepayment Notice 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 (including the Persons party theretoas respectively defined below) in respect thereof and (ic) refer specifically offer to this Section 8.4prepay all Notes at the price specified below on the date therein specified (the "CHANGE OF CONTROL PREPAYMENT DATE"), (ii) specify which shall be a Business Day not less than 30 days and not nor more than 60 days after the date of the Control Prepayment Notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below) and (iii) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holder, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Datenotice. Each holder of a Note shall will notify the Company of such holder’s 's acceptance (indicating the aggregate principal amount of Notes to be prepaid) or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 days following at least five Business Days prior to the date Change of the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all Notes as to which each holder has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of (the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, the Control Prepayment Date"RESPONSE DATE"). The failure by the any such holder of any Note to respond in writing to an such offer made in accordance with this Section 8.4 by on or before the Control Response Date shall be deemed to be a rejection of such offeroffer by such holder in respect of such Change of Control. On the Change of Control Prepayment Date the Company will prepay all of the Notes held by the holders as to which such offer has been accepted, at the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date, plus a premium equal to 1% of such principal amount.

Prepayment in Connection with a Change of Control. (a) Promptly and in any event within five Business Days after any Responsible Officer has knowledge of the occurrence of a Change of Control, the Company shall give written notice thereof (each a “Control Prepayment Notice”) to each holder the holders of a Noteall outstanding Notes, which Control Prepayment Notice notice shall (I) refer specifically to this Section 8.4 and describe the Change of Control in reasonable detail (including the Persons party thereto) and (i) refer specifically to this Section 8.4), (iiII) specify a Business Day date not less than 30 days and not more than 60 days after the date of the Control Prepayment Notice such notice (the “Control Prepayment Date”) and specify the Control Response Date (as defined below"CONTROL PREPAYMENT DATE") and (iiiIII) offer to prepay on the Control Prepayment Date all (but not less than all) of each Note of each such holderthe Notes, at 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date, plus the applicable Make-Whole Amount determined for the Control Prepayment Date with respect to such principal amount. Each holder of a Note shall notify the Company of such holder’s 's acceptance or rejection of such offer (which may be on a Note-by-Note basis) by giving written notice of such acceptance or rejection to the Company within 20 on a date (the "CONTROL RESPONSE DATE") at least 10 days following the date of prior to the Control Prepayment Notice (such date 20 days following the date of the Control Prepayment Notice being the “Control Response Date”), and the Company shall prepay in full on the Control Prepayment Date all of the Notes as to which held by each holder of Notes that has accepted such offer in accordance with this Section 8.4 8.4(a) at a price in respect of each such Note held by such holder equal to 100% of the outstanding principal amount thereof, without any Make-Whole Amount, Modified Make-Whole Amount or other premium, together with interest accrued thereon to, but excluding, to the Control Prepayment Date. The , plus the applicable Make-Whole Amount determined for the Control Prepayment Date with respect to such principal amount; PROVIDED, however, that the failure by the a holder of any Note to respond to an such offer made in accordance with this Section 8.4 by writing on or before the Control Response Date shall be deemed to be a rejection an acceptance of such offer. (b) A "CHANGE OF CONTROL" will be deemed to have occurred for purposes of Section 8.4(a) if any Person or Persons acting in concert, together with Affiliates thereof, shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise) more than 45% of the total voting power of all classes of CTG's then outstanding voting securities.