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

Prepayment of Notes Upon Change of Control. (a) (1) In the event that any Change of Control shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 9.6 to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this 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 2.3, (3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount, and (4) 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 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 the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 2.3(a) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. 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 or which have failed in writing to accept or reject such offer 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, together with a premium equal to the then applicable Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this SECTION 2.3(a). (2) Without limiting clause (1) of this SECTION 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 SECTION 9.6 to the holders of the Notes.

Prepayment of Notes Upon Change of Control. (a) (1) In the event that any hereunder with respect to delivery of a notice of a Change of Control shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 9.6 to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this 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 2.3, (3) offer in writing to prepay the outstanding Notes, together Notes arising in connection with accrued interest to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount, and (4) 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 Company NoticeExtra Space Mergers. Each holder of such notice shall specify such date, 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 the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 2.3(a) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. 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 or which have failed in writing to accept or reject such offer 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 aggregate principal amount of the Notes so to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and accrued the interest thereon to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), together with a premium equal to setting forth the then applicable Make-Whole Amountdetails of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, determined the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as of two such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the date Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this SECTION 2.3(aSection 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid). (2) Without limiting clause (1) of this SECTION 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 SECTION 9.6 to the holders of the Notes.

Prepayment of Notes Upon Change of Control. (a) (1) In the event that any Change of Control shall occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION Section 9.6 to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this SECTION 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 Section 2.3, (3) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount, and (4) 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 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 the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION Section 2.3(a) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. 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 or which have failed in writing to accept or reject such offer 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, together with a premium equal to the then applicable Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this SECTION Section 2.3(a). (2) Without limiting clause (1) of this SECTION Section 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 SECTION Section 9.6 to the holders of the Notes. (b) Without limiting the foregoing, notwithstanding any failure on the part of the Company to give the Company Notice required by Section 2.3(a), each holder of the Notes shall have the right, by delivery of written notice to the Company, to require the Company upon the occurrence of a Change of Control to prepay, and the Company will prepay, such holder's Notes in full, together with accrued interest thereon to the date of prepayment, and a premium equal to the then applicable Make-Whole Amount. Notice of any required prepayment pursuant to this Section 2.3(B) shall be delivered by any holder of the Notes which was entitled to, but did not receive, such Company Notice to the 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 notice (which shall be not more than 90 days nor less than 30 days following the date of such holder's notice), the 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 2.3(b), the Company shall give 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 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 Company Notice; provided only that any date for prepayment of such holder'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 Section 2.3(b) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. On the Change of Control Delayed Prepayment Date, the Company shall prepay in full the Notes of each holder thereof which has accepted such offer of prepayment or which has failed to accept or reject such offer within such 20 day period, in any such case 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 two Business Days prior to the date of such prepayment pursuant to this Section 2.3(b).

Prepayment of Notes Upon Change of Control. (a) (1At any time ------------------------------------------ following the receipt by any holder of Notes of notice pursuant to SECTION 4(i) In the event that any of a pending Change of Control shall occuror, the Company will give written if no such notice (the "Company Notice") of is received by any such fact in the manner provided in SECTION 9.6 to the holders of the Notes. The Company Notice shall be delivered promptly holder, upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of or at any Change of Control. The Company Notice shall (1) describe the facts and circumstances of such time following a Change of Control (subject in reasonable detail, (2) make reference to this 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 2.3, (3) offer in writing to prepay the outstanding Notes, together with accrued interest any such case to the date next succeeding paragraph of prepayment, and a premium equal to the then applicable Make-Whole Amount, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"this Section), which Change of Control Prepayment Date shall be not more than 90 days nor less than 30 days following the date of such Company Notice. Each each holder of the then outstanding Notes a Note shall have the right to accept such offer and require prepayment at its option exercisable by the giving of the Notes held by such holder in full by written notice to the Company (a "Noteholder NoticePREPAYMENT ELECTION NOTICE") given to elect to require the prepayment by the Company of all Notes then held by such holder on the prepayment date specified by such holder in such Prepayment Election Notice (which shall not later than 20 days after receipt in any event be prior to the date of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 2.3(a) within such 20 day period shall be deemed to constitute an acceptance consummation of such offer by such holder. The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted Control), such offer of prepayment or which have failed in writing to accept or reject such offer within such 20 day period. The prepayment be at a 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 such Notes together with interest accrued thereon to such prepayment date, plus the Notes so Yield Maintenance Amount determined in respect of such principal amount, provided that (i) if such Change of Control shall have -------- resulted from the consummation of a Qualified Transaction, the Yield Maintenance Amount otherwise required 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 two Business Days prior to the date of such prepayment paid pursuant to this SECTION 2.3(a). 6.9 shall be reduced by 50% and (2ii) Without limiting clause if such Change of Control shall result from an event described in subclause (1i) of the definition of "Change of Control" which event shall have occurred as a result of the death of one or more members of the MS Group, any prepayment required as a result of such Change of Control under this SECTION 2.3(a6.9 shall be without Yield Maintenance Amount or any other premium. The right of the holder of a Note to give a Prepayment Election Notice requiring the prepayment of such Note pursuant to this Section following a Change of Control shall expire at the close of business in New York City on the sixtieth day following the later of (x) the date of - the occurrence of such Change of Control and (y) actual receipt by such holder - of notice of such Change of Control pursuant to SECTION 4(i). Notwithstanding any provision hereof to the contrary, no failure on the part of the holder of any Note to exercise such holder's right to require the prepayment thereof by the Company pursuant to this Section following a Change of Control shall immediately after any Responsible Officer has knowledge be deemed a waiver of an event which in or otherwise impair the judgment rights of such Responsible Officer holder pursuant to this Section in respect of all other events or the Board of Directors of the Company is reasonably likely to occur which would circumstances that shall constitute a Change of Control and Control. Neither anything contained in this SECTION 6.9, nor the giving by any event no later than three Business Days thereafter, give written notice of such fact in the manner provided in SECTION 9.6 to the holder or holders of Notes pursuant hereto of a Prepayment Election Notice, nor the making by the Company pursuant hereto of any prepayment of Notes, shall permit the Company to consummate a Successor Transaction unless such Successor Transaction is consummated in all respects in compliance with the applicable provisions of SECTION 6.7.

Prepayment of Notes Upon Change of Control. (a) (1) In the event that any Change of Control shall occuroccur or the Company shall have knowledge of any proposed Change of Control, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 9.6 Section 18 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and in any event no later than three Business Days following the occurrence of any Change of Control. The Company Notice shall (1i) describe the facts and circumstances of such Change of Control in reasonable detail, (2ii) make reference to this SECTION 2.3 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 2.3Section 8.3, (3iii) offer in writing to prepay the outstanding Notes, together with accrued interest to the date of prepayment, and a premium equal to without payment of the then applicable Make-Whole AmountAmount or any premium, and (4iv) 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 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 the Company (a "Noteholder Notice") given not later than 20 days after receipt of the Company Notice. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 2.3(a) within such 20 day period shall be deemed to constitute an acceptance of such offer by such holder. 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 or which have failed in writing to accept or reject such offer within such 20 day periodprepayment. 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 Company to give the Company Notice herein required by Section 8.3(a), 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 Company to require the Company to prepay, and the Company will prepay, such holder's Notes in full, together with a premium equal accrued interest thereon to the then applicable date of prepayment, and without payment of the Make-Whole AmountAmount 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, determined as but did not receive, such Company Notice to the Company after such holder has actual knowledge of two 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 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), the Company shall give a Company Notice within three Business Days prior 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 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 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 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 pursuant to this SECTION 2.3(a)prepayment. (2ii) Without limiting clause (1) Compliance with the provisions of this SECTION 2.3(a)Section 8.3(b) shall not be deemed to constitute a waiver of, the Company shall immediately after or consent to, any Responsible Officer has knowledge Default or Event of an event which in the judgment of such Responsible Officer or the Board of Directors Default caused by any violation of the Company is reasonably likely to occur which would constitute a Change provisions of Control and in any event no later than three Business Days thereafter, give written notice of such fact in the manner provided in SECTION 9.6 to the holders of the NotesSection 8.3(a).