Common use of Prepayment Upon Change of Control Clause in Contracts

Prepayment Upon Change of Control. Upon the occurrence of a Change of Control, Company will give written notice (a “Control Change Notice”) of such fact to Administrative Agent and all Lenders no more than five days after the Change of Control. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this subsection 2.4B(iii) and state that, unless such Lender makes a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery of the Control Change Notice), together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date. All Loans of such Lender shall be prepaid, together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date if such Lender delivers to Company a written notice (the “Declaration Notice”) to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Date. In the event that a Control Change Notice is given and any Lender fails to provide a Declaration Notice within the time period set forth above, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control Premium.

Prepayment Upon Change of Control. Upon In the occurrence event the Company has knowledge of a Change of Control or an impending Change of Control, the Company will give written notice (a “Control Change Notice”) of such fact to Administrative Agent and all Lenders holders of the Notes then outstanding at least 60 days prior to any proposed Change of Control Date; provided, however, that if the Company shall not then have knowledge of such fact, such Control Change Notice shall be delivered promptly upon receipt of such knowledge, but in no more event later than five days three Business Days after the Change of ControlControl Date. The The, Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Date or proposed Change of Control Date) in reasonable detail, (ii) make reference to this subsection 2.4B(iii§2.3 and the rights of the holders of the Notes to require the Company to prepay their Notes on the terms and conditions provided for herein, (iii) and state that, unless such Lender makes that the holder must make a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be Notes held by it prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender the holder must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) §2.3 in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery make such declaration. Upon the receipt of the such Control Change Notice)Notice or, together with accrued interest thereon and the if no Control Change Notice is given, upon receipt of actual knowledge of a Change of Control PremiumControl, on the Control Change Payment Date. All Loans holder of such Lender any Notes shall be prepaidhave the privilege, together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date if such Lender delivers to Company a upon written notice (the “Declaration Notice”) to prepay the Company, of declaring all Notes held by such Lender’s Loans holder serving such Declaration Notice to become due and payable and thereupon such Notes shall become due and payable on such date (the “Control Change Payment Date”) as the Company shall specify in a written notice delivered to such holder, which notice may provide, at shall be delivered by the Company to such Lender’s option, for a partial prepayment holder not later than 20 days after the date such Declaration Notice is served. The Control Change Payment Date shall not be more than 30 days after the Change of such Lender’s Loans)Control Date. The Company shall prepay, covenants and shall cause its Subsidiaries agrees to distribute to Company sufficient funds to prepay, prepay in full on the Control Change Payment Date all Loans for which a Notes held by such holder serving such Declaration Notice to the Company. In the event that a Control Change Notice has in fact been issuedgiven as hereinabove required, together with accrued interest such Declaration Notice shall be served prior to 60 days after receipt of such Control Change Notice, and in the event that a Change of Control Premium thereon. Such Notice has not been given as hereinabove required, such Declaration Notice shall only be effective if provided to Company on or served prior to 30 days after the Response Dateholder serving such Declaration Notice shall have actual knowledge of such Change of Control. In the event that a Control Change Notice is given and any Lender a holder of the Notes fails to provide a Declaration Notice within the time period set forth above, the Loans Notes held by such holder shall not become due and payable as a result of such Lender Change of Control. In the event that the holder of any Notes shall not be prepaid. All prepayments on have declared all of the Loans Notes held thereby to become due and payable pursuant to this subsection 2.4B(iii§2.3, then the Company shall promptly, but in any event within 15 days after the receipt of the Declaration Notice, deliver written notice of such declaration to each other holder of the Notes and, notwithstanding the provisions of the immediately preceding paragraph, the right of each such other holder to declare all of the Notes held thereby to become due and payable pursuant to this §2.3 shall remain in effect until the later to occur of (i) 60 days after receipt by such holders of the Control Change Notice and (ii) 30 days after receipt by such holders of the notice required to be delivered pursuant to this paragraph; provided, however, that the provisions of this paragraph shall only apply with respect to notices required to be delivered pursuant to this paragraph to the extent that such notices relate to declarations made by the payment in cash holders of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon Notes prior to the date expiration of such prepayment, together with the Change of Control Premiumperiods specified in the immediately preceding paragraph.

Prepayment Upon Change of Control. Upon the occurrence of a Change of Control, The Company will give written notice to the Holders of a Change of Control (a “the "Control Change Notice”") not less than 30 days prior to the occurrence of such fact to Administrative Agent and all Lenders no more Change of Control or, if later, not less than five 15 days after the Company shall have obtained knowledge of such Change of Control or proposed Change of Control. The Control Change Notice shall (i) describe describe, to the extent known to the Company, the facts and circumstances of such Change of Control (including the Change of Control Date or proposed Change of Control Date) in reasonable detail, (ii) make reference to this subsection 2.4B(iiiss.2.3 and the rights of the Holders to require the Company to prepay their Notes on the terms and conditions provided for herein, (iii) and state that, unless such Lender makes that each Holder must make a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be Notes held by it prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender each Holder must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) ss.2.3 in order to have its Loans prepaid make such declaration (which shall not be earlier than 5 Business Days after delivery of the Control Change Notice"NOTICE CUT-OFF DATE" ), together with accrued interest thereon and which Notice Cut-Off Date shall be the latest Business Day to occur 10 days prior to the Change of Control PremiumDate and (v) state a prepayment date for the Notes, on the Control Change Payment Date. All Loans of such Lender which date shall be prepaid, together with accrued interest thereon and the first Business Day (on or after the Change of Control Premium, on Date) occurring 30 days after the Control Change Payment Date if Notice (the "CHANGE OF CONTROL PAYMENT DATE"). Upon the receipt of such Lender delivers to Company a Control Change Notice, any Holder shall have the right, upon written notice (the “Declaration "PREPAYMENT NOTICE") given by such Holder on or before the Notice Cut-Off Date, of requiring prepayment of all Notes held on the Change of Control Payment Date by such Holder serving such Prepayment Notice”) . The Company covenants and agrees to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Change of Control Change Payment Date all Loans for which a Declaration Notes held by such Holder serving such Prepayment Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Date. In the event that a Control Change Notice is given and any Lender fails to provide a Declaration Notice within the time period set forth above, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control PremiumCompany.

Prepayment Upon Change of Control. Upon In the occurrence of a event that any Change of ControlControl shall occur or the Company shall have knowledge of any proposed Change of Control that is likely to occur, the Company will give written notice (a “Control Change the "Company Notice”") of such fact in the manner provided in Section 19 hereof to Administrative Agent and all Lenders the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and, in the case of a Change of Control of which the Company had no more prior knowledge, no later than five days after Business Days following the occurrence of any Change of Control. The Control Change Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this subsection 2.4B(iii) Section 8.3 and state that, unless such Lender makes a declaration the right of its intent the holders of the Notes to have its Loans prepaid as require prepayment of the Notes on the terms and conditions provided below, the principal amount of such Loans shall not be prepaidfor in this Section 8.3, (iii3) specify offer in writing to prepay all, but not less than all, of the outstanding Notes, together with accrued interest to the date of prepayment, plus a prepayment charge equal to 1.00% of the principal amount of the Notes being prepaid, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which will Change of Control Prepayment Date shall be no earlier not more than 5 45 days nor less than 20 days following the date of such Company Notice (subject to deferral as provided in this Section 8.3). 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 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery receipt of the Control Change Company Notice), together with accrued interest thereon and . The Company shall on the Change of Control Premium, on Prepayment Date prepay in full all of the Control Change Payment Date. All Loans Notes held by holders which have so accepted such offer of such Lender shall be prepaid, together with accrued interest thereon and prepayment; provided that the obligation of the Company to prepay the Notes pursuant to the requirement of this Section 8.3 is subject to the occurrence of the Change of Control Premium, on the Control Change Payment Date if giving rise to such Lender delivers to Company a written notice (the “Declaration Notice”) to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Dateoptional prepayment. In the event that a such Change of Control Change Notice is given and any Lender fails to provide a Declaration Notice within does not occur on the time period set forth abovedate specified for prepayment, the Loans of such Lender prepayment shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) deferred until and shall be made by on the payment in cash date on which such Change of Control actually occurs. The Company shall keep the holders of the aggregate Notes reasonably and timely informed of any such deferral of the Change of Control Prepayment Date 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 remaining unpaid on such Loans, of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, together with plus a prepayment charge equal to 1.00% of the principal amount of the Notes being prepaid. In no event will the Company take any action to consummate or finalize a Change of Control Premium.unless contemporaneously with such action the Company prepays all Notes required to be prepaid pursuant to this Section 8.3. For purposes of this Section 8.3:

Prepayment Upon Change of Control. Upon In the occurrence of a event that any Change of ControlControl shall occur or the Company shall have knowledge of any proposed Change of Control that is likely to occur, the Company will give written notice (a “Control Change the "Company Notice”") of such fact in the manner provided in Section 19 hereof to Administrative Agent and all Lenders the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company and, in the case of a Change of Control of which the Company had no more prior knowledge, no later than five days after Business Days following the occurrence of any Change of Control. The Control Change Company Notice shall (i1) describe the facts and circumstances of such Change of Control in reasonable detail, (ii2) make reference to this subsection 2.4B(iii) Section 9.2A and state that, unless such Lender makes a declaration the right of its intent the holders of the Notes to have its Loans prepaid as require prepayment of the Notes on the terms and conditions provided below, the principal amount of such Loans shall not be prepaidfor in this Section 9.2A, (iii3) specify offer in writing to prepay all, but not less than all, of the outstanding Notes, together with accrued interest to the date of prepayment, plus a prepayment charge equal to the applicable Make-Whole Amount, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which will Change of Control Prepayment Date shall be no earlier not more than 5 45 days nor less than 20 days following the date of such Company Notice (subject to deferral as provided in this Section 9.2A). 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 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery receipt of the Control Change Company Notice), together with accrued interest thereon and . The Company shall on the Change of Control Premium, on Prepayment Date prepay in full all of the Control Change Payment Date. All Loans Notes held by holders which have so accepted such offer of such Lender shall be prepaid, together with accrued interest thereon and prepayment; provided that the obligation of the Company to prepay the Notes pursuant to the requirement of this Section 9.2A is subject to the occurrence of the Change of Control Premium, on the Control Change Payment Date if giving rise to such Lender delivers to Company a written notice (the “Declaration Notice”) to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Dateoptional prepayment. In the event that a such Change of Control Change Notice is given and any Lender fails to provide a Declaration Notice within does not occur on the time period set forth abovedate specified for prepayment, the Loans of such Lender prepayment shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) deferred until and shall be made by on the payment in cash date on which such Change of Control actually occurs. The prepayment price of the aggregate Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount remaining unpaid on such Loans, of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment, together with plus a prepayment charge equal to the applicable Make-Whole Amount. In no event will the Company take any action to consummate or finalize a Change of Control Premium.unless contemporaneously with such action the Company prepays all Notes required to be prepaid pursuant to this Section 9.2A. For purposes of this Section 9.2A:

Prepayment Upon Change of Control. Upon In the occurrence event the Company has knowledge of a Change of Control or an impending Change of Control, the Company will give written notice (a “"Control Change Notice”") of such fact to Administrative Agent and all Lenders Holders at least 60 days prior to any proposed Change of Control Date; provided, however, that if the Company shall not then have knowledge of such fact, such Control Change Notice shall be delivered promptly upon receipt of such knowledge, but in no more event later than five three business days after the Change of ControlControl Date. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Date or proposed Change of Control Date) in reasonable detail, (ii) make reference to this subsection 2.4B(iiiSS.2.3 and the rights of the Holders to require the Company to prepay their Notes on the terms and conditions provided for herein, (iii) and state that, unless such Lender makes that the Holder must make a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be Notes held by it prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender the Holder must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) SS.2.3 in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery make such declaration. Upon the receipt of the such Control Change Notice)Notice or, together with accrued interest thereon and the if no Control Change Notice is given, upon receipt of actual knowledge of a Change of Control, the Holder of any Notes shall have the privilege, upon written notice (the "Declaration Notice") to the Company, of declaring all Notes held by such Holder serving such Declaration Notice to become due and payable and thereupon such Notes shall become due and payable on such date (the "Control PremiumChange Payment Date") as the Company shall specify in a written notice delivered to such Holder, on which notice shall be delivered by the Company to such Holder not later than 20 days prior to the Control Change Payment Date. All Loans of such Lender The Control Change Payment Date shall be prepaid, together with accrued interest thereon and not later than 30 days after the Change of Control PremiumDate, in the event that such Declaration Notice is served on or prior to the Change of Control Change Payment Date Date, or 30 days after the date such Declaration Notice is served, if such Lender delivers Declaration Notice is not served on or prior to the Change of Control Date. The Company a written notice (the “Declaration Notice”) covenants and agrees to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Notes held by such Holder serving such Declaration Notice to the Company. In the event that a Control Change Notice has in fact been issuedgiven as hereinabove required, together with accrued interest and the Change of Control Premium thereon. Such such Declaration Notice shall only be effective if provided to Company on or served prior to 60 days after receipt of such Control Change Notice, and in the Response Dateevent that a Control Change Notice has not been given as hereinabove required, such Declaration Notice shall be served prior to 30 days after the Holder serving such Declaration Notice shall have actual knowledge of such Change of Control. In the event that a Control Change Notice is given and any Lender a Holder fails to provide a Declaration Notice within the time period set forth above, the Loans Notes held by such Holder shall not become due and payable as a result of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control PremiumControl.

Prepayment Upon Change of Control. Upon Promptly and in any event within 5 Business Days after the occurrence of a Change of Control, Company the Obligors will give written notice thereof (a “Change of Control Change Notice”) to the holders of such fact to Administrative Agent and all Lenders no more than five days after the outstanding Notes, which Change of Control. The Control Change Notice shall (i) refer specifically to this paragraph 5E, (ii) describe the facts Change of Control in reasonable detail and circumstances specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof and (iii) offer to prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 15 days after the date of such Change of Control in reasonable detail, (ii) make reference to this subsection 2.4B(iii) and state that, unless such Lender makes Notice. Each holder of a declaration of its intent to have its Loans prepaid as provided below, Note will notify the principal amount Obligors of such Loans shall not be prepaid, (iii) specify holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Obligors on or before the date specified in such Change of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date Notice (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery of the Control Change Notice), together with accrued interest thereon and which specified date shall be a Business Day not less than 7 days nor more than 12 days after the date of such Change of Control Notice. The Obligors shall prepay on the Change of Control Premium, Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Control Change Payment Date. All Loans of such Lender Response Date shall be prepaiddeemed to constitute a rejection by such holder), at the principal amount of each such Note, together with interest accrued interest thereon and to the Change of Control PremiumPrepayment Date and without payment of any premium. If any holder shall reject such offer on or before the Response Date, on the Control Change Payment Date if such Lender delivers holder shall be deemed to Company a written notice (the “Declaration Notice”) have waived its rights under this paragraph 5E to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial require prepayment of all Notes held by such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, holder in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the respect of such Change of Control Premium thereonbut not in respect of any subsequent Change of Control. Such Declaration Notice shall only be effective if provided For purposes of this paragraph 5E, any holder of a Note may act separately with respect to Company on or prior to portions of the Response Date. In principal amount of any Note so held (with the event effect that a Control Change Notice is given holder of a Note may accept such offer with respect to one or more Notes, or portions thereof, so held and any Lender fails reject such offer with respect to provide a Declaration Notice within the time period set forth aboveone or more other Notes, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loansor portions thereof, and accrued interest thereon to the date of such prepayment, together with the Change of Control Premiumso held).

Prepayment Upon Change of Control. Upon Promptly and in any event within 5 Business Days after the occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Change Notice”) to the holders of such fact to Administrative Agent and all Lenders no more than five days after the outstanding Notes, which Change of Control. The Control Change Notice shall (i) refer specifically to this paragraph 4E, (ii) describe the facts Change of Control in reasonable detail and circumstances specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof and (iii) offer to prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 15 days after the date of such Change of Control in reasonable detail, (ii) make reference to this subsection 2.4B(iii) and state that, unless such Lender makes Notice. Each holder of a declaration of its intent to have its Loans prepaid as provided below, Note will notify the principal amount Company of such Loans shall not be prepaid, (iii) specify holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date specified in such Change of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date Notice (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery of the Control Change Notice), together with accrued interest thereon and which specified date shall be a Business Day not less than 7 days nor more than 12 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Premium, Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Control Change Payment Date. All Loans of such Lender Response Date shall be prepaiddeemed to constitute acceptance by such holder), at the principal amount of each such Note, together with interest accrued interest thereon and to the Change of Control PremiumPrepayment Date but without payment of the Yield-Maintenance Amount or any premium. If any holder shall reject such offer on or before the Response Date, on the Control Change Payment Date if such Lender delivers holder shall be deemed to Company a written notice (the “Declaration Notice”) have waived its rights under this paragraph 4E to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial require prepayment of all Notes held by such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, holder in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the respect of such Change of Control Premium thereonbut not in respect of any subsequent Change of Control. Such Declaration Notice shall only be effective if provided For purposes of this paragraph 4E, any holder of more than one Note may act separately with respect to Company on or prior to each Note so held (with the Response Date. In the event effect that a Control Change Notice is given holder of more than one Note may accept such offer with respect to one or more Notes so held and any Lender fails reject such offer with respect to provide a Declaration Notice within the time period set forth above, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control Premiumone or more other Notes so held).

Prepayment Upon Change of Control. Upon In the occurrence event the Parent has knowledge of a Change of Control or an impending Change of Control, Company the Parent will give written notice (a “"Control Change Notice”") of such fact to Administrative Agent and all Lenders Holders at least 60 days prior to any proposed Change of Control Date, provided that if the Parent shall not then have knowledge of such fact, such Control Change Notice shall be delivered promptly upon receipt of such knowledge, but in no more event later than five days three Business Days after the Change of ControlControl Date. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Date or proposed Change of Control Date) in reasonable detail, (ii) make reference to this subsection 2.4B(iiiSection 5.7 and the rights of the Holders to require the Parent to prepay their Subordinated Term Loan D Notes on the terms and conditions provided for herein, (iii) and state that, unless such Lender makes that the Holder must make a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be Subordinated Term Loan D Notes held by it prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender the Holder must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) Section 5.7 in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery make such declaration. Upon the receipt of the such Control Change Notice)Notice or, together with accrued interest thereon and the if no Control Change Notice is given, upon receipt of actual knowledge of a Change of Control, the Holder of any Subordinated Term Loan D Notes shall have the privilege, upon written notice (the "Declaration Notice") to the Parent, of declaring all Subordinated Term Loan D Notes held by such Holder serving such Declaration Notice to become due and payable and thereupon such Subordinated Term Loan D Notes shall become due and payable on such date (the "Control PremiumChange Payment Date") as the Parent shall specify in a written notice delivered to such Holder, on which notice shall be delivered by the Parent to such Holder not later than 20 days prior to the Control Change Payment Date. All Loans of such Lender The Control Change Payment Date shall be prepaid, together with accrued interest thereon and not later than 30 days after the Change of Control PremiumDate, in the event that such Declaration Notice is served on or prior to the Change of Control Change Payment Date Date, or 30 days after the date such Declaration Notice is served, if such Lender delivers Declaration Notice is not served on or prior to Company a written notice (the “Declaration Notice”) Change of Control Date. The Parent covenants and agrees to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Subordinated Term Loan D Notes held by such Holder serving such Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response DateParent. In the event that a Control Change Notice is has in fact been given and any Lender fails to provide a as hereinabove required, such Declaration Notice within the time period set forth above, the Loans shall be served prior to 60 days after receipt of such Lender shall Control Change Notice, and in the event that a Control Change Notice has not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) been given as hereinabove required, such Declaration Notice shall be made by served prior to 30 days after the payment in cash of the aggregate principal amount remaining unpaid on Holder serving such Loans, and accrued interest thereon to the date Declaration Notice shall have actual knowledge of such prepayment, together with the Change of Control Premium.Control. In the event

Prepayment Upon Change of Control. Upon (a) In the occurrence event the Company has knowledge of a Change of ControlControl Date or an impending Change of Control Date, the Company will give immediate written notice (a “Control Change "Company Notice”") of such fact to Administrative Agent and all Lenders no more than five days after holders of the Change of ControlNotes. The Control Change Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference state that the Company will prepay all of the outstanding Notes, together with accrued interest to this subsection 2.4B(iii) the date of prepayment and state thata premium equal to the Make-Whole Premium, unless if any, on the date specified in such Lender makes a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be prepaidCompany Notice, (iii) specify refer to this 2.3 and the date rights of prepayment, which will be no earlier than 5 days nor later than 15 days from each holder of the date such notice is mailed (Notes to elect to forgo prepayment of all of the “Control Change Payment Date”)Notes held by it, and (iv) specify set forth the date, which shall be not less than 30 days following the date (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery of giving of the Control Change Notice), together with accrued interest thereon and Company Notice nor after the later of (x) the Change of Control PremiumDate and (y) 60 days following the date of giving of the Company Notice, on which the Company will make such prepayment. Each holder of the Notes shall have the right to elect not to have all of the Notes held by such holder prepaid, by written notice to the Company given within 21 days following receipt of the Company Notice. The Company shall on the prepayment date set forth in the Company Notice prepay the entire principal amount of the Notes as to which the holders thereof have not elected to forgo prepayment. (b) In the event the Company fails to give the Company Notice as required above, upon the occurrence of a Change of Control Change Payment Date. All Loans , each holder of such Lender Notes shall be prepaidhave the right to require the Company to prepay all of the outstanding Notes, together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date if such Lender delivers to Company a written notice (the “Declaration Notice”) to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Date. In the event that a Control Change Notice is given and any Lender fails to provide a Declaration Notice within the time period set forth above, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of prepayment and a premium equal to the Make-Whole Premium. Notice of a required prepayment pursuant to this 2.3(b) shall be delivered by any holder of Notes to the Company not more than 30 days after such prepayment, together with holder has actual knowledge of such Change of Control Date. The date of such prepayment shall be the same date as the Change of Control Date or, in the event the Change of Control Date shall have occurred prior to receipt of the notice from a holder of the Notes, then such prepayment together with accrued interest and a premium equal to the Make-Whole Premium, if any, thereon shall be on the Business Day designated in, and shall be not less than five nor more than ten days following the date of, such holder's notice. Upon receipt of such notice, the Company shall give immediate written notice of such declaration of prepayment to each other holder of Notes which shall set forth the date of prepayment. Each other holder shall have the right at any time prior to the date of prepayment designated pursuant to the preceding sentence to elect not to have all of the Notes held by such holder prepaid on such date of prepayment designated pursuant to the preceding sentence. Any prepayment of less than all of the outstanding Notes made pursuant to this 2.3 shall be applied to the payment in full of the Notes held by the holders not rejecting a notice of declaration of prepayment.