Common use of Prepayment Upon Change of Control Clause in Contracts

Prepayment Upon Change of Control. Upon the consummation of a transaction constituting or causing a Change of Control, the Company will promptly give written notice (the “Company Notice”) of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Company Notice shall (a) describe the facts and circumstances of such Change of Control in reasonable detail, (b) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (c) offer in writing to prepay all of the outstanding Notes, together with accrued interest to the date of prepayment, and (d) specify a date for such prepayment (the “Change of Control Prepayment Date”), which Change of Control Prepayment Date shall be not more than 40 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. The Company shall, on the Change of Control Prepayment Date, prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of each Note payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of such Note so to be prepaid and accrued interest thereon to the date of such prepayment. For purposes of this Section 8.3:

Prepayment Upon Change of Control. Upon Promptly and in any event within 5 Business Days after the consummation occurrence of a transaction constituting or causing a Change of Control, the Company will promptly give written notice thereof (the a “Company Change of Control Notice”) of such fact in the manner provided in Section 18 hereof to the holders of the all outstanding Notes. The Company , which Change of Control Notice shall (ai) refer specifically to this paragraph 5E, (ii) describe the facts and circumstances of such Change of Control in reasonable detail, (b) make reference to this Section 8.3 detail and specify the Change of Control Prepayment Date and the right of the holders of the Notes to require prepayment of the Notes on the terms Response Date (as respectively defined below) in respect thereof and conditions provided for in this Section 8.3, (ciii) offer in writing to prepay all of outstanding Notes at the outstanding Notes, together with accrued interest to price specified below on the date of prepayment, and (d) specify a date for such prepayment therein specified (the “Change of Control Prepayment Date”), which Change of Control Prepayment Date shall be a Business Day not more than 40 15 days following after the date of such Company Change of Control Notice. Each holder of a Note will notify the then outstanding Notes shall have the right to accept Company of such holder’s acceptance or rejection of such offer and require prepayment of the Notes held by such holder in full by giving written notice of such acceptance or rejection to the Company on or before the date specified in such Change of Control Notice (the “Response Date”), which specified date shall be a “Noteholder Notice”) given Business Day not later less than 20 7 days nor more than 12 days after receipt the date of the Company such Change of Control Notice. The Company shall, shall prepay on the Change of Control Prepayment Date, prepay in full Date all of the outstanding Notes held by the holders as to which have such offer has been so accepted (it being understood that failure of any holder to accept such offer of prepayment. The prepayment price on or before the Response Date shall be deemed to constitute acceptance by such holder), at the principal amount of each Note payable upon such Note, together with interest accrued thereon to the occurrence of any Change of Control shall be an amount equal to 100% Prepayment Date but without payment of the outstanding principal amount of such Note so to be prepaid and accrued interest thereon to the date of such prepayment. For purposes of this Section 8.3:Yield-Maintenance Amount or any

Prepayment Upon Change of Control. Upon In the consummation of a transaction constituting or causing 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 promptly give written notice (the “Company Notice”") of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company. The Company Notice shall (a1) describe the facts and circumstances of such Change of Control in reasonable detail, (b2) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (c3) offer in writing to prepay all all, but not less than all, of the outstanding Notes, together with accrued interest to the date of prepayment, and (d4) specify a date for such prepayment (the “Change of Control Prepayment Date”"), which Change of Control Prepayment Date shall be not more than 40 60 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 15 days after receipt of the Company Notice. The Company shall, shall on the Change of Control Prepayment Date, Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of each Note 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 Note the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. For purposes of this Section 8.3: