Common use of Prepayment of Notes Upon Change of Control Clause in Contracts

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of Control, the Obligors will give written notice (the "Obligor Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to Prudential. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Notice. The Obligors shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control (as hereinafter defined) shall occur or either Obligor shall have knowledge of any proposed Change of Controloccur, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 hereof 9.6 of this Agreement to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days business days following the occurrence of any Change of Control. The Obligor Company Notice shall (ia) describe the facts and circumstances of such Change of Control in reasonable detail, (iib) make reference to this Section 8.3 2.3 and the right of the holders of the Notes to require prepayment of the Notes payment on the terms and conditions provided for in this Section 8.32.3, (iiic) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, prepayment and without payment of an amount equal to the then applicable Make-Whole Amount or any premium, and (ivd) specify a the date for such prepayment (the "Change of Control Prepayment Date"), ) which Change of Control Prepayment Date shall be not more no earlier than 90 days nor less than 30 days following the date of such Obligor Notice, and fifteen (v15) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its the receipt of the Obligor NoticeCompany Notice and no later than thirty (30) days after the date the Change of Control occurred. Each holder The holders of the then at least 40% in aggregate principal amount of outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full right, by written notice given to an Obligor (a "Noteholder Notice") given the Company not later than 20 three business days after receipt of the Obligor Notice. The Obligors shall on prior to the Change of Control Prepayment Date Date, to demand that the Company prepay in full all (but not less than all) of the Notes then held by such holders which on such Change of Control Prepayment Date. If no such request shall be made by a holder, such holder shall be deemed to have so accepted such declined the Company's offer of prepayment. The prepayment price of the any Notes payable upon the occurrence of any Change of Control Prepayment Date shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon an amount equal to the then applicable Make-Whole Amount, determined as of three business days prior to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required such prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment2.3. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a1) In the event that any Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of Controloccur, the Obligors Company will give written notice (the "Obligor “Company Notice"”) of such fact in the manner provided in Section 18 hereof §9.6 to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company of such Change of Control and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 §2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3§2.3, (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv4) specify a date for such prepayment (the "“Change of Control Prepayment Date"”), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "“Noteholder Notice"”) given not later than 20 days after receipt of the Obligor Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this §2.3(a) within such 20 day period shall be deemed to constitute a rejection of such offer by such holder. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepaymentprepayment within such 20 day period. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i2) Without limiting clause (1) of this §2.3(a), the Company shall immediately after any Responsible Officer has knowledge of an event which in the judgment of such Responsible Officer or the Board of Directors of the Company is reasonably likely to occur which would constitute a Change of Control and in any event no later than three Business Days thereafter, give written notice of such fact in the manner provided in §9.6 to the holders of the Notes. (b) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Company to give the Obligor Company Notice herein requiredrequired by §2.3(a), as a result of the occurrence of a Change of Control each holder of the Notes shall have the right right, by delivery of written notice to the Obligors Company, to require the Obligors Company upon the occurrence of a Change of Control to prepay, and the Obligors Company will prepay, such holder's ’s Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i§2.3(b) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Company Notice to the Obligors Company at any time after such holder has actual knowledge of such Change of Control. On the date (the "“Change of Control Delayed Prepayment Date"”) designated in such holder's ’s notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's ’s notice), the Obligors Company shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i§2.3(b), the Obligors Company shall give an Obligor a Company Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' Company’s offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Company Notice; provided only that any date for prepayment of such holder's ’s Notes shall be the Change of Control Delayed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this §2.3(b) within such 20 day period shall be deemed to constitute a rejection of such offer by such holder. On the Change of Control Delayed Prepayment Date, the Obligors Company shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control shall occur or either Obligor the Company shall have knowledge of any proposed Change of ControlControl that is likely to occur, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 (S)10.6 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 (S)2.4 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3(S)2.4, (iii3) offer in writing to prepay all, but not less than all, of the outstanding Notes, together with accrued interest to the date of prepaymentprepayment and the Prepayment Compensation Amount, or, if the subject Change of Control is a Liquid Change of Control and without payment the Company claims that no Prepayment Compensation Amount is then due in respect of such prepayment by virtue of the Make-Whole Amount or any premiumprovisions of (S)2.2(b), a statement to such effect, together with a reasonably detailed computation of the Realized IRR by the Company, calculated with respect to the specified prepayment date, (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, Company Notice and (v5) specify that if a computation of the Realized IRR is included in such notice, a statement that, pursuant to (S)2.3(b), any holder is required to give of the Notes disagreeing with such computation must provide written notice of its acceptance such disagreement to be prepaid not later than 20 the Company within 15 days after its of such holder's receipt of the Obligor NoticeCompany's notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Company Notice. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment, provided that the obligation of the Company to prepay the Notes pursuant to the requirements of this (S)2.4 (a) is subject to the occurrence of the Change of Control giving rise to such notice of optional prepayment. In the event that such Change of Control does not occur on the date specified for prepayment, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep the holders of the Notes reasonably and timely informed of any such deferral of the date of prepayment and the date on which such Change of Control is expected to occur. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, and subject to (S)2.2(b), the Prepayment Compensation Amount. (i1) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Company to give the Obligor Company Notice herein required, required as a result of the occurrence of a Change of Control Control, each holder of the Notes shall have the right by delivery of written notice to the Obligors Company to require the Obligors Company to prepay, and the Obligors Company will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of and, subject to (S)2.2(b), the Make-Whole Amount or any premiumPrepayment Compensation Amount. Notice of any required prepayment pursuant to this Section 8.3(b)(i(S)2.4(b)(1) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).not

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of Control, the Obligors will give written notice (the "Obligor Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that the date by which such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Noticeprepaid. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Notice. The Obligors shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control (as hereinafter defined) shall occur or either Obligor shall have knowledge of any proposed Change of Controloccur, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 hereof 9.6 of this Agreement to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days business days following the occurrence of any Change of Control. The Obligor Company Notice shall (ia) describe the facts and circumstances of such Change of Control in reasonable detail, (iib) make reference to this Section 8.3 2.3 and the right of the holders of the Notes to require prepayment of the Notes payment on the terms and conditions provided for in this Section 8.32.3, (iiic) offer in writing to prepay the outstanding NotesNotes of both Series, together with accrued interest to the date of prepayment, prepayment and without payment of an amount equal to the then applicable Make-Whole Amount or any premium, and (ivd) specify a the date for such prepayment (the "Change of Control Prepayment Date"), ) which Change of Control Prepayment Date shall be not more no earlier than 90 days nor less than 30 days following the date the Change of such Obligor Notice, Control occurred and (v) specify that such holder is required to give notice of its acceptance to be prepaid not no later than 20 fifteen (15) days after its receipt the date the Change of the Obligor NoticeControl occurred. Each holder The holders of the then at least 40% in aggregate principal amount of outstanding Notes of each respective Series of Notes shall have the right right, by written notice given to accept such offer and require prepayment the Company not later than three business days prior to the Change of Control Prepayment Date, to demand that the Company prepay all (but not less than all) of the respective Series of Notes then held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt holders on such Change of the Obligor NoticeControl Prepayment Date. The Obligors shall on prepayment price of any Notes payable upon the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon an amount equal to the then applicable Make-Whole Amount, determined as of three business days prior to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required such prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment2.3. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In Upon the event that any occurrence of a Change of Control shall occur or either Obligor shall have knowledge of any proposed Change of ControlAgreement Date, the Obligors Company will give written notice (the "Obligor a “Control Change Notice"”) of such fact in the manner provided in Section 18 hereof to the all holders of the Notes and, if then outstanding no more than five (5) days after the Issuance Period has not terminated, to PrudentialChange of Control Agreement Date. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Control Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Agreement Date) in reasonable detail, (ii) make reference to this Section 8.3 1.2(b) and state that to the extent permitted by the Senior Loan Documents, and unless the holder makes a declaration of its intent not to have the Notes held by it prepaid, such Notes shall be prepaid in full on or prior to the later of the date of the Change of Control and the right date which is five days after the Change of Control Agreement Date (the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes“Control Change Payment Date”), together with accrued interest thereon, and (iii) specify the date by which the holder must respond to such Control Change Notice pursuant to this Section 1.2(b) in order not to have the Notes held by it so prepaid. All Notes held by such holder shall be prepaid in full together with accrued interest thereon on the Control Change Payment Date unless such holder delivers to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify Company a date for such written notice declining prepayment (the "“Declaration Notice”) (which notice may provide, at the holder’s option, for a partial prepayment of such holder’s Notes). The Company shall prepay in full on the Control Change Payment Date all Notes (other than Notes for which a written Declaration Notice has been issued) together with accrued interest thereon, provided that such prepayment only shall be made to the extent permitted by the Subordination Agreement. Such Declaration Notice shall be effective only if provided to the Company within the earlier of (i) forty-five (45) days after the delivery of such Control Change Notice and (ii) the Change of Control Prepayment Payment Date"), which . In the event that a Control Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, Notice is given and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Notice. Each a holder of the then outstanding Notes shall have fails to provide a Declaration Notice within the right to accept such offer and require prepayment of time period set forth above, the Notes held by such holder shall be prepaid on the Control Change Payment Date, together with accrued interest thereon. All prepayments on the Notes pursuant to this Section 1.2(b) shall be made by the payment in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt cash of the Obligor Notice. The Obligors shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding aggregate principal amount of the Notes so to be prepaid remaining unpaid on such Notes, and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control (as hereinafter defined) shall occur or either Obligor the Issuer shall have knowledge of any proposed Change of Control, the Obligors Issuer will give written notice (the "Obligor Issuer Notice") of such fact in the manner provided in Section 18 SECTION 10.6 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Issuer Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Issuer and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Issuer Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 SECTION 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3SECTION 2.3, (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and but without payment of the Make-Whole Amount or any premium, and (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 60 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Issuer Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Issuer (a "Noteholder Notice") given not later than 20 10 days after receipt prior to the Change of the Obligor NoticeControl Prepayment Date. The Obligors Issuer shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment, and such Notes shall thereupon become due and payable on such Change of Control Prepayment Date. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment., but without a premium. (b) (i1) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Issuer to give the Obligor Issuer Notice herein required, required as a result of the occurrence of a Change of Control Control, each holder of the Notes shall have the right by delivery of written notice to the Obligors Issuer to require the Obligors Issuer to prepay, and the Obligors Issuer will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment prepayment provided that such holder of the Make-Whole Amount or Notes shall so notify the Issuer of its election to require the Issuer to prepay its Notes in accordance with this SECTION 2.3(B)(1) within 90 days after such holder has actual knowledge of any premiumsuch Change of Control. Notice of any required prepayment pursuant to this Section 8.3(b)(iSECTION 2.3(B)(1) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment.be (ii2) Compliance with the provisions of this Section 8.3(bSECTION 2.3(B) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(aSECTION 2.3(A).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control The Company shall occur or either Obligor shall have knowledge of any proposed Change of Control, the Obligors will give written notice (the "Obligor Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to Prudential. The Obligor Notice shall be delivered promptly upon receipt of such knowledge by an Obligor and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Notice. Each each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment a Note of the Notes held by such holder in full by written notice to an Obligor (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Notice. The Obligors shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control within 10 days after such occurrence (which notice is herein referred to as the "CONTROL CHANGE NOTICE"). A Control Change Notice shall be an amount equal to 100% of given by facsimile communication confirmed by overnight courier sent on the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date same day of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, facsimile transmission and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify contain reasonable detail describing the Change of Control Delayed Prepayment Date to all other holders of and an offer by the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer Company to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment 100% of such holder's Notes on a closing date designated in such Control Change Notice, which closing date shall be not less than 30 days or more than 60 days after the date of such notice (such closing date being hereinafter referred to as the "CONTROL CHANGE PREPAYMENT DATE"). Such Control Change Notice shall also provide that each holder of a Note may accept such offer of prepayment by notice to the Company not more than 25 days after the 3 date of such Control Delayed Prepayment DateChange Notice. On the Change Failure of Control Delayed Prepayment Date, the Obligors any holder of Notes to respond to any offer to prepay pursuant to this paragraph 4D shall constitute an acceptance of such offer. The Company shall prepay in full all of the Notes on the Control Change Prepayment Date of each any holder thereof which has timely accepted such (or which has been deemed to have accepted) the offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and prepaid, plus accrued interest thereon to the date Control Change Prepayment Date plus the Yield-Maintenance Amount, if any, in respect of such prepaymenteach Note to be prepaid. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control shall occur or either Obligor shall have Responsible Officer has knowledge of the occurrence of any proposed Change of Control, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 hereof to the holders each holder of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three five Business Days following the occurrence of any Change of Controlknowledge by such Responsible Officer thereof. The Obligor Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 and the right of the holders each holder of the Notes to require prepayment of the all, but not less than all, of such holder's Notes on the terms and conditions provided for in this Section 8.3, (iii) offer in writing to prepay the outstanding Notes, Notes together with accrued interest to the date of prepayment, and but without payment of the Make-Whole Amount or any a premium, and (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 30 days nor less than 30 20 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 10 days after receipt of the Obligor NoticeCompany Notice (the "Noteholder Notice Period"). The Obligors shall on Subject to the Change of Control Prepayment Date prepay in full all provisions of the immediately succeeding sentence, the failure by a holder of Notes held to accept or reject any offer to prepay made by holders which have so accepted the Company pursuant to this Section 8.3 shall be deemed to constitute an acceptance of such offer of prepaymentto prepay. The prepayment price Within 3 days following the expiration of the Notes payable upon Noteholder Notice Period, the occurrence of any Change of Control Company shall be an amount equal deliver by telecopy in the manner provided in Section 18 to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of a second written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).Secondary Company

Prepayment of Notes Upon Change of Control. (ai) In the event that any Change of Control shall occur or either Obligor any Responsible Officer of the Company shall have knowledge of any proposed Change of ControlControl Event, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three Business Days following the occurrence of any Change of ControlControl or Control Event, as the case may be. The Obligor If a Change in Control has occurred, the Company Notice shall also (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 8.3(a) and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.38.3(a), (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and but without payment of the Make-Whole Amount or any premium, and (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Company Notice. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. It is understood and agreed that the failure of any holder of the Notes to accept or decline an offer of prepayment pursuant to this Section 8.3 shall be deemed to be an election by such holder to decline such prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon interest (ii) The Company will not take any action that consummates or finalizes a Change of Control unless at least ten days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (a)(i) of this Section 8.3 and contemporaneously with such action it prepays all Notes required to be prepaid in accordance with subparagraph (a)(i) of this Section 8.3 as a result of such Change of Control having been consummated. (iii) The obligation of the Company to prepay Notes pursuant to the offer required and accepted in accordance with subparagraph(a) (i) of this Section 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change of Control Prepayment Date, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (1) any such deferral of the date of prepayment, (2) the date on which such prepaymentChange in Control and the prepayment are expected to occur, and (3) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change in Control shall be deemed rescinded). (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Company to give the Obligor Company Notice herein required, required as a result of the occurrence of a Change of Control Control, each holder of the Notes shall have the right by delivery of written notice to the Obligors Company to require the Obligors Company to prepay, and the Obligors Company will prepay, such holder's hoxxxx'x Notes in full, together with accrued interest thereon to the date of prepayment, and but without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall may be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Company Notice to the Obligors Company after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be on or after the date of the Change of Control and shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors Company shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment, but without premium. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors Company shall give an Obligor a Company Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' Company's offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment.within (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a). .

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control (as hereinafter defined) shall occur or either Obligor the Company shall have actual knowledge of any proposed Change of Control, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 9.6 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.32.3, (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, upon the actual occurrence of a Change of Control; and without payment of the Make-Whole Amount or any premium, (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Company Notice. The Obligors In the event the Change of Control described in any Company Notice does, in fact, occur, the Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and together with accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part but without premium; provided, however, that if a Default or an Event of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes Default shall have occurred and be continuing at the right by delivery time of written notice such prepayment, the prepayment price shall include an amount equal to the Obligors to require the Obligors to prepayMake-Whole Amount, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon determined as of two Business Days prior to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required such prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment2. (ii) Compliance with the provisions of this Section 8.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change a Responsible Officer of Control shall occur the Company or either Obligor shall have the Parent Guarantor has knowledge of the occurrence of any proposed Change of Control, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 SECTION 16 hereof to the holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three five Business Days following the occurrence knowledge of any Change of Controlsuch Responsible Officer thereof. The Obligor Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this Section 8.3 SECTION 7.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3SECTION 7.3, (iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and but without payment of the Make-Whole Amount or any premiumAmount, and (iv) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 60 days nor less than 30 45 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes (in this case only, "holder" in respect of any Note registered in the name of nominee for a disclosed beneficial owner shall mean such beneficial owner) shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given given, subject always to the next following sentence of this SECTION 7.3, not later than 20 25 days after receipt of the Obligor Company Notice. Without limiting the foregoing, the Company shall, not more than 15 days nor less than 10 days following the date of such Company Notice, send a second written notice (a "Secondary Company Notice") with respect to the occurrence of such Change of Control, to which Secondary Company Notice shall be attached a true, correct and complete copy of the Company Notice, and confirm in such Secondary Company Notice that each such holder of the Notes must accept or decline such offer of prepayment of the Notes within the limitations provided in the Company Notice attached to such Secondary Company Notice. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. It is understood and agreed by the Company and each holder of the Notes by its acceptance thereof that any such holder may decline any such offer of prepayment and that the failure of any such offer to accept or decline any such offer for prepayment shall be deemed to be the election of any such holder to decline such prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepaymentprepayment but without Make-Whole Amount. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Company to give the Obligor Company Notice herein required, required as a result of the occurrence of a Change of Control Control, each holder of the Notes shall have the right by delivery of written notice to the Obligors Company to require the Obligors Company to prepay, and the Obligors Company will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and but without payment of the Make-Whole Amount or any premiumAmount. Notice of any required prepayment pursuant to this Section 8.3(b)(iSECTION 7.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Company Notice to the Obligors Company after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 30 days nor less than 30 days 10Edays following the date of such holder's notice), the Obligors Company shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment, but without the Make-Whole Amount. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(iSECTION 7.3(b)(i), the Obligors Company shall give an Obligor a Company Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' Company's offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Company Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors Company shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, but without the Make-Whole Amount. (ii) Compliance with the provisions of this Section 8.3(bSECTION 7.3(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(aSECTION 7.3(a).

Prepayment of Notes Upon Change of Control. (a) In the ------------------------------------------------------- event that any the Company has knowledge of a Change of Control shall occur (as hereinafter defined) or either Obligor shall have knowledge of any proposed an impending Change of Control, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 (S)9.6 hereof to -------------- the holders of the Notes at least 60 days prior to the occurrence of such Change of Control, provided that if the Company does not have knowledge of a Change of -------- Control sufficient to provide 60 days prior notice to the holders of the Notes andNotes, if then the Issuance Period has not terminated, to Prudential. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 (S)2.2 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3(S)2.2, (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of a premium equal to the then applicable Make-Whole Amount or any premiumAmount, and (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control --------------------------------- Prepayment Date shall be (A) in the event the Company has knowledge of such Change of Control at least 60 days prior to the occurrence thereof, the date such Change of Control actually occurs, or (B) in all other events, not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 days after ----------------- receipt of the Obligor Company Notice. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, together with a premium equal to the then applicable Make-Whole Amount, determined as of three Business Days prior to the date of such prepayment pursuant to this (S)2.2(a). (i1) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors Company to give the Obligor Company Notice herein required, required as a result of the occurrence of a Change of Control Control, each holder of the Notes shall have the right by delivery of written notice to the Obligors Company to require the Obligors Company to prepay, and the Obligors Company will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of a premium equal to the then applicable Make-Whole Amount or any premiumAmount. Notice of any required prepayment pursuant to this Section 8.3(b)(i(S)2.2(b)(1) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Company Notice to the Obligors Company after such holder has actual knowledge of such Change of Control. On the date (the "Change ------ of Control Delayed Prepayment Date") designated in such holder's notice (which ---------------------------------- shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors Company shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i(S)2.2(b)(1), the Obligors Company shall give an Obligor a Company Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' Company's offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Company Notice; provided only that any date for -------- prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors Company shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, together with a premium equal to the then applicable Make-Whole Amount, determined as of three Business Days prior to the date of such prepayment pursuant to this (S)2.2(b)(1). (ii2) Compliance with the provisions of this Section 8.3(b(S)2.2(b) shall not be deemed to constitute a waiver of, or consent to, any Default or Event of Default caused by any violation of the provisions of Section 8.3(a(S)2.2(a).

Prepayment of Notes Upon Change of Control. (a) In the event that any Change of Control shall occur or either Obligor the Company shall have knowledge of any proposed Change of Control, the Obligors Company will give written notice (the "Obligor Company Notice") of such fact in the manner provided in Section 18 9.6 hereof to the holders Holders of the Notes and, if the Issuance Period has not terminated, to PrudentialNotes. The Obligor Company Notice shall be delivered promptly upon receipt of such knowledge by an Obligor the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Obligor Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this Section 8.3 2.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.32.3, (iii3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and without payment of the Make-Whole Amount or any premium, (iv4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Obligor Notice, and (v) specify that such holder is required to give notice of its acceptance to be prepaid not later than 20 days after its receipt of the Obligor Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to an Obligor the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Obligor Company Notice. The Obligors Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100101% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (i) Without limiting the foregoing, notwithstanding any failure on the part of the Obligors to give the Obligor Notice herein required, as a result of the occurrence of a Change of Control each holder of the Notes shall have the right by delivery of written notice to the Obligors to require the Obligors to prepay, and the Obligors will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and without payment of the Make-Whole Amount or any premium. Notice of any required prepayment pursuant to this Section 8.3(b)(i) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Obligor Notice to the Obligors after such holder has actual knowledge of such Change of Control. On the date (the "Change of Control Delayed Prepayment Date") designated in such holder's notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the Obligors shall prepay in full all of the Notes held by such holder, together with accrued interest thereon to the date of prepayment. If the holder of any Note gives any notice pursuant to this Section 8.3(b)(i), the Obligors shall give an Obligor Notice within three Business Days of receipt of such notice and identify the Change of Control Delayed Prepayment Date to all other holders of the Notes and each of such other holders shall then and thereupon have the right to accept the Obligors' offer to prepay the Notes held by such holder in full and require prepayment of such Notes by delivery of a Noteholder Notice within 20 days following receipt of such Obligor Notice; provided only that any date for prepayment of such holder's Notes shall be the Change of Control Delayed Prepayment Date. On the Change of Control Delayed Prepayment Date, the Obligors shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment at a prepayment price equal to 100% of the outstanding principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. (ii) Compliance with the provisions of this Section 8.3(b) hereunder shall not be deemed to constitute a waiver of, effect any rights under the Warrants or consent to, any Default or Event of Default caused by any violation of under the provisions of Section 8.3(a)2nd Regional Network Option.