Common use of Prepayment Offers Clause in Contracts

Prepayment Offers. (a) If a Change of Control occurs, the Borrower shall make an offer to prepay the entire principal amount of all outstanding Term Loans (the “Change of Control Prepayment Offer”) at 101% of the aggregate principal amount thereof and the Borrower shall notify the Administrative Agent in writing of the Change of Control Prepayment Offer in writing within thirty (30) days after the date of such Change of Control Triggering Event. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Change of Control Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Change of Control Payment Date, a written notice (such notice, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower. (b) If, pursuant to Section 6.8, the Borrower shall be required to commence an Asset Sale Offer, the Borrower shall notify the Administrative Agent in writing of the Asset Sale Offer in writing within thirty (30) days after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Asset Sale Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(b) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower.

Prepayment Offers. (ai) If a Change of Control occurs, To the extent that the Borrower shall has elected to or is required to make an offer to prepay the entire Term Loans as provided above (each a “Prepayment Offer”), the Borrower will make an offer to the Term Loan Lenders to purchase the maximum principal amount of all outstanding Term Loans that may be purchased with the amount required to be offered to prepay the Term Loans under subsection (b) above (the “Change Prepayment Offer Proceeds”). The offer price for each Prepayment Offer will be equal to 100% of Control principal amount of the Term Loans offered to be prepaid plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Prepayment Offer Proceeds remain after consummation of a Prepayment Offer”) at 101% , the Borrower may use those Prepayment Offer Proceeds for any purpose not otherwise prohibited by this Agreement including a voluntary prepayment of the Term Loans or Subordinated Indebtedness. If the aggregate principal amount thereof and of Term Loans elected by the Borrower shall notify Term Loan Lenders to be purchased in such Prepayment Offer exceeds the amount of Prepayment Offer Proceeds, the Administrative Agent in writing shall select the Term Loans to be purchased on a pro rata basis. Upon completion of the Change of Control each Prepayment Offer in writing within thirty (30) days after the date of such Change of Control Triggering Event. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of Offer, the amount of such prepayment and include the payment date, which Prepayment Offer Proceeds shall be no earlier reset at zero. (ii) Each Prepayment Offer will follow the procedures specified below: (A) The Prepayment Offer shall be made to all Term Loan Lenders. The Prepayment Offer will remain open for a period of at least 20 Business Days following its commencement and not more than thirty (30) days and no later than sixty (60) days from 30 Business Days, except to the date of such notice extent that a longer period is mailed required by applicable law (the “Change Offer Period”). No later than five Business Days after the termination of Control Payment the Offer Period (the “Purchase Date”), the Borrower will apply all Prepayment Offer Proceeds (the “Offer Amount”) to the purchase of Term Loans (on a pro rata basis) or, if less than the Offer Amount has been elected by the Term Loan Lenders to be purchased, all Term Loan Lenders electing to have Term Loans repurchased in response to the Prepayment Offer. Payment for any Term Loans so purchased will be made in the same manner as other payments hereunder are made. (B) Upon the commencement of a Prepayment Offer, the Borrower will send, by first class mail, a notice to the Administrative Agent and each Term Loan Lender. The Administrative Agent notice will promptly notify each relevant Lender contain all instructions and materials necessary to enable such Term Loan Lenders to elect to have their Term Loans purchased pursuant to the Prepayment Offer. The notice, which will govern the terms of the contents Prepayment Offer, will state: (1) that the Prepayment Offer is being made pursuant to this Section 2.11(b) and (d) and the length of any such prepayment notice time the Prepayment Offer will remain open; (2) the Offer Amount, the purchase price and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three Purchase Date; (3) Business Days prior that any Term Loan not elected by a Term Loan Lender to be purchased or not accepted for payment will continue to accrue interest; (4) that, unless the Borrower defaults in making such payment, any Term Loan accepted for payment pursuant to the Change Prepayment Offer will cease to accrue interest after the Purchase Date; (5) that Term Loan Lenders electing to have a Term Loan purchased pursuant to an Prepayment Offer may elect to have Term Loans purchased in integral multiples of Control Payment Date, a written notice $1,000 only; (6) that Term Loan Lenders electing to have Term Loans purchased pursuant to any Prepayment Offer shall deliver to the Borrower the form entitled “Option of Term Loan Lender to Elect Purchase” delivered with such notice, an “Acceptance Notice”at the address specified in the notice at least three days before the Purchase Date together with its Term Note, if any; (7) that any change Term Loan Lenders will be entitled to withdraw their election if the Borrower receives, not later than the expiration of control prepayment the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Term Loan Lender, the principal amount of the Term Loan the Term Loan Lender delivered for purchase and a statement that such Term Loan Lender is withdrawing its election to have such Term Loan purchased; (8) that, if the aggregate principal amount of Term Loans electing repurchase exceeds the Offer Amount, the Borrower will select the Term Loans on a pro rata basis based on the principal amount of Term Loans electing repurchase (with such adjustments as may be made with respect deemed appropriate by the Borrower so that only Term Loans in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Term Loan Lenders whose Term Loans were purchased only in part will be issued new Term Notes (if required by such Term Loan Lenders) equal in principal amount to all or any the unpurchased portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by Loan Lenders. On or before the Borrower. (b) If, pursuant to Section 6.8Purchase Date, the Borrower shall be required will, to commence an Asset Sale Offerthe extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Borrower shall notify Offer Amount of Term Loans, or if less than the Offer Amount has been elected to by purchased by Term Loan Lenders, all Term Loans requesting repayment, and will deliver to the Administrative Agent a certificate of a Financial Officer stating that such Term Loans or portions thereof were accepted for payment by the Borrower in writing accordance with the terms of the Asset Sale Offer this Section 2.11(d). The Borrower will promptly (but in writing within thirty (30) any case not later than five days after the date of such Asset Sale. Each such notice shall specify Purchase Date) pay to each Term Loan Lender electing repurchase an amount equal to the date of such prepayment and provide a reasonably detailed calculation purchase price of the amount of Term Loans elected to be purchased by such prepayment Term Loan Lender and include accepted by the payment dateBorrower for purchase, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Asset Sale Payment Date”). The Administrative Agent Borrower will promptly notify each relevant Lender of the contents of issue a new Term Note, if requested by such Term Loan Lender, and mail or deliver such new Term Note (if so requested) to such Term Loan Lender, in a principal amount equal to any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be made with respect to all or any unpurchased portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans of such Term Loan Lender. Any prepayment Term Note in respect of any Term Loans pursuant to this Section 2.14(b) Loan not so accepted shall be applied promptly mailed or delivered by the Borrower to the remaining scheduled installments Term Loan Lender thereof. The Borrower will notify the Administrative Agent and the Term Loan Lenders of such Term Loans as directed by the Borrowerresults of the Prepayment Offer on the Purchase Date.

Prepayment Offers. (a) If a Change of Control Special Prepayment Offer Event occurs, the Borrower Company shall make give written notice of such Special Prepayment Offer Event to each registered holder of Notes within two Business Days after the occurrence thereof (except in the case of a Special Prepayment Offer Event occurring before the Second Amendment Effective Date in which event such notice shall be given on such date), describing such Special Prepayment Offer Event in reasonable detail. Such notice shall contain and constitute an offer to prepay the entire Notes as provided in Section 8A.2(b). (b) The offer to prepay Notes contemplated by Section 8A.2(a) shall be an offer to prepay, in accordance with this Section 8A.2, a principal amount of all outstanding Term Loans Notes determined as provided in Sections 8A.2(e) and 8A.2(f) on one of two dates specified in such offer, the first of which shall be the second Business Day after the Initial Acceptance Date (the “Change of Control Initial Special Offer Prepayment OfferDate”) at 101% and the second of which shall be the aggregate second Business Day after the Delayed Acceptance Date (the “Delayed Special Offer Prepayment Date”). Such offer shall also specify (i) the principal amount of Debt outstanding under the Bank Facility paid or to be paid in connection with such Special Prepayment Offer Event and (ii) the principal amount of each Note and 2012 Note offered to be paid on the Initial Special Offer Prepayment Date or the Delayed Special Offer Prepayment Date, as the case may be, and shall state that such principal amount, the Make-Whole Amount (determined consistently with Section 8B) payable in respect thereof and interest accrued on such principal amount will be paid (x) on the Borrower shall notify Initial Special Offer Prepayment Date for all holders of Notes that accept such offer on or prior to the Administrative Agent in writing of the Change of Control Prepayment Offer in writing within thirty (30) days fifth Business Day after the date of such Change of Control Triggering Event. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed offer (the “Change of Control Payment Initial Acceptance Date”). The Administrative Agent will promptly notify each relevant Lender ) and (y) on the Delayed Special Offer Prepayment Date for all holders of the contents of any Notes that either accept such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days offer on or prior to the Change of Control Payment Date, a written notice (such notice, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower. (b) If, pursuant to Section 6.8, the Borrower shall be required to commence an Asset Sale Offer, the Borrower shall notify the Administrative Agent in writing of the Asset Sale Offer in writing within thirty (30) days 20th business day after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed offer (the “Asset Sale Payment Delayed Acceptance Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any ) or fail to respond to such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days offer prior to such date. (c) A holder of Notes may accept or reject the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be offer to prepay made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If 8A.2 by causing a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans notice of such Lenderacceptance to be delivered to the Company not later than the Delayed Acceptance Date. Any A failure by a holder of Notes to respond to an offer of prepayment of Term Loans made pursuant to this Section 2.14(b) 8A.2 shall be applied deemed to the remaining scheduled installments constitute an acceptance of such Term Loans as directed by offer. (d) Prepayment of the BorrowerNotes to be prepaid pursuant to this Section 8A.2 shall be at 100% of the principal amount to be prepaid, together with interest on such principal amount and the Make-Whole Amount (determined consistently with Section 8B) determined for the Initial Special Offer Prepayment Date.

Prepayment Offers. (a) If a Change of Control occurs, the Borrower Borrowers or the Parent Guarantor shall make an offer to prepay the entire principal amount of all outstanding Term the Initial Loans (the “Change of Control Prepayment Offer”) at 101% of the aggregate principal amount thereof and the Borrower Parent Guarantor shall notify the Administrative Agent in writing of the Change of Control Prepayment Offer in writing within thirty (30) 30 days after the date of such Change of Control Triggering EventControl. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date of such notice is mailed (the “Change of Control Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Change of Control Payment Date, a written notice (such noticenotice delivered pursuant to clause (a) or clause (b) of this Section 4.3, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a)4.3. If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) 4.3 shall be applied to the remaining scheduled installments of such Term the Loans as directed by the BorrowerBorrowers. (b) If, If pursuant to Section 6.88.4, the Borrower Borrowers or the Parent Guarantor shall be required to commence an Asset Sale Excess Proceeds Offer, the Borrower Parent Guarantor shall notify the Administrative Agent in writing of the Asset Sale Excess Proceeds Offer in writing within thirty (30) 30 days after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date of such notice is mailed (the “Asset Sale Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the such Asset Sale Payment Date, a written notice (such notice, a “an Acceptance Notice”) Notice that any prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b4.3(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Excess Proceeds Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(b4.3(b) shall be applied to the remaining scheduled installments of such Term Loans as directed by the BorrowerBorrowers.

Prepayment Offers. (a) If a Change In the event of Control occursany Asset Sale by the Borrower, Inland or any Restricted Subsidiary, the Borrower shall offer to apply 100% of the Net Cash Proceeds received by the Borrower, Inland or such Restricted Subsidiary with respect thereto to prepay outstanding Loans at a prepayment amount equal to 101% of the Loans prepaid in accordance with Section 2.13(c). Notwithstanding the foregoing provisions of this paragraph (a), the Borrower shall not be required to offer to prepay the Loans in accordance with this paragraph (a) except to the extent that the aggregate Net Cash Proceeds from all Asset Sales which are not applied in accordance with this paragraph (a) exceeds $25,000,000. Pending application of Net Cash Proceeds pursuant to this paragraph (a), such Net Cash Proceeds shall be invested in Permitted Investments or used to repay revolving credit loans of Inland or the Restricted Subsidiaries. (b) Upon the occurrence of a Change in Control, the Borrower shall offer to prepay all outstanding Loans in accordance with Section 2.13(c) at a prepayment amount equal to 101% of the principal amount thereof, plus all accrued and unpaid interest to the date of prepayment. (c) Promptly, and in any event within 10 days after the occurrence of an event (an "Offer Event") requiring the Borrower to make an offer to prepay the entire principal amount of all outstanding Term Loans (the “Change of Control Prepayment Offer”) at 101% of the aggregate principal amount thereof and under this Section 2.13, the Borrower shall notify mail a notice to each Lender with a copy to the Administrative Agent stating: (i) that an Offer Event has occurred and that the Borrower is offering to prepay Loans at the applicable purchase price in writing of cash; (ii) the Change of Control Prepayment circumstances and relevant facts regarding such Offer in writing within thirty Event (30including information with respect to pro forma historical income, cash flow, capitalization and Collateral after giving effect to such Offer Event); (iii) days after the prepayment date of such Change of Control Triggering Event. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, (which shall be no earlier than thirty (30) 30 days and no nor later than sixty (60) 60 days from the date of such notice is mailed (the “Change of Control Payment Date”mailed). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Change of Control Payment Date, a written notice (such notice, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower. (b) If, pursuant to Section 6.8, the Borrower shall be required to commence an Asset Sale Offer, the Borrower shall notify the Administrative Agent in writing of the Asset Sale Offer in writing within thirty (30) days after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Asset Sale Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(b) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower.; and

Prepayment Offers. (a) If a Change of Control occurs, the Borrower shall make an offer to prepay the entire principal amount of all outstanding Term Loans (the “Change of Control Prepayment Offer”) at 101% of the aggregate principal amount thereof and the Borrower shall notify the Administrative Agent in writing of the Change of Control Prepayment Offer in writing within thirty (30) days after the date of such Change of Control Triggering EventControl. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Change of Control Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Change of Control Payment Date, a written notice (such notice, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower. (b) If, pursuant to Section 6.8, the Borrower shall be required to commence an Asset Sale Offer, the Borrower shall notify the Administrative Agent in writing of the Asset Sale Offer in writing within thirty (30) days after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed (the “Asset Sale Payment Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days prior to the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(b) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower.

Prepayment Offers. (a) If a Change of Control Special Prepayment Offer Event occurs, the Borrower Company shall make give written notice of such Special Prepayment Offer Event to each registered holder of Notes within two Business Days after the occurrence thereof (except in the case of a Special Prepayment Offer Event occurring before the Second Amendment Effective Date in which event such notice shall be given on such date), describing such Special Prepayment Offer Event in reasonable detail. Such notice shall contain and constitute an offer to prepay the entire Notes as provided in Section 8A.2(b). (b) The offer to prepay Notes contemplated by Section 8A.2(a) shall be an offer to prepay, in accordance with this Section 8A.2, a principal amount of all outstanding Term Loans Notes determined as provided in Sections 8A.2(e) and 8A.2(f) on one of two dates specified in such offer, the first of which shall be the second Business Day after the Initial Acceptance Date (the “Change of Control Initial Special Offer Prepayment OfferDate”) at 101% and the second of which shall be the aggregate second Business Day after the Delayed Acceptance Date (the “Delayed Special Offer Prepayment Date”). Such offer shall also specify (i) the principal amount of Debt outstanding under the Bank Facility paid or to be paid in connection with such Special Prepayment Offer Event and (ii) the principal amount of each Note and 2010 Note offered to be paid on the Initial Special Offer Prepayment Date or the Delayed Special Offer Prepayment Date, as the case may be, and shall state that such principal amount, the Make-Whole Amount (determined consistently with Section 8B) payable in respect thereof and interest accrued on such principal amount will be paid (x) on the Borrower shall notify Initial Special Offer Prepayment Date for all holders of Notes that accept such offer on or prior to the Administrative Agent in writing of the Change of Control Prepayment Offer in writing within thirty (30) days fifth Business Day after the date of such Change of Control Triggering Event. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed offer (the “Change of Control Payment Initial Acceptance Date”). The Administrative Agent will promptly notify each relevant Lender ) and (y) on the Delayed Special Offer Prepayment Date for all holders of the contents of any Notes that either accept such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days offer on or prior to the Change of Control Payment Date, a written notice (such notice, an “Acceptance Notice”) that any change of control prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(a). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Change of Control Prepayment Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(a) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrower. (b) If, pursuant to Section 6.8, the Borrower shall be required to commence an Asset Sale Offer, the Borrower shall notify the Administrative Agent in writing of the Asset Sale Offer in writing within thirty (30) days 20th business day after the date of such Asset Sale. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment and include the payment date, which shall be no earlier than thirty (30) days and no later than sixty (60) days from the date of such notice is mailed offer (the “Asset Sale Payment Delayed Acceptance Date”). The Administrative Agent will promptly notify each relevant Lender of the contents of any ) or fail to respond to such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender may elect, by delivering not less than three (3) Business Days offer prior to the Asset Sale Payment Date, a written notice (such notice, a “Acceptance Notice”) that any prepayment be made with respect to all or any portion of the Term Loans held by such Lender pursuant to this Section 2.14(b). If a Lender fails to deliver an Acceptance Notice within the time frame specified above, any such failure will be deemed a rejection of the Asset Sale Offer as to all outstanding Term Loans of such Lender. Any prepayment of Term Loans pursuant to this Section 2.14(b) shall be applied to the remaining scheduled installments of such Term Loans as directed by the Borrowerdate.