Common use of Prepayments in Connection with a Change of Control Clause in Contracts

Prepayments in Connection with a Change of Control. If a Change of Control shall occur, the Company shall within five days thereafter give written notice thereof (a “Change of Control Prepayment Notice”) to each holder of Notes, which notice shall (i) refer specifically to this Section 8.4 and describe in reasonable detail such Change of Control and (ii) offer to prepay on a Business Day not less than 30 days and not more than 60 days after the date of such Change of Control Prepayment Notice (the “Change of Control Prepayment Date”) the Notes of such holder, at 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date, and specify the Change of Control Response Date (as defined below). Each holder of a Note shall notify the Obligors of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Obligors on a date at least ten days prior to the Change of Control Prepayment Date (such date ten days prior to the Change of Control Prepayment Date being the “Change of Control Response Date”). The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by each holder that has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date. The failure by a holder of any Note to respond to such offer in writing on or before the Change of Control Response Date shall be deemed to be a rejection of such offer.

Prepayments in Connection with a Change of Control. If a Change of Control shall occur, the Company shall within five days thereafter give written notice thereof (a “Change of Control Prepayment Notice”) to each holder of Notes, which notice shall (i) refer specifically to this Section 8.4 and describe in reasonable detail such Change of Control and (ii) offer to prepay on a Business Day not less than 30 days and not more than 60 days after the date of such Change of Control Prepayment Notice (the “Change of Control Prepayment Date”) the Notes of such holder, at 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date, and specify the Change of Control Response Date (as defined below). Each holder of a Note shall notify the Obligors Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Obligors Company on a date at least ten days prior to the Change of Control Prepayment Date (such date ten days prior to the Change of Control Prepayment Date being the “Change of Control Response Date”). The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by each holder that has accepted such offer in accordance with this Section 8.4 at a price in respect of each such Note held by such holder equal to 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date. The failure by a holder of any Note to respond to such offer in writing on or before the Change of Control Response Date shall be deemed to be a rejection of such offer.

Prepayments in Connection with a Change of Control. If (a) Promptly and in any event within five Business Days after any Responsible Officer has knowledge of the occurrence of a Change of Control shall occur(as defined in Section 8.4(b)), the Company shall within five days thereafter give written notice thereof (a “Change to the holders of Control Prepayment Notice”) to each holder of all outstanding Notes, which notice shall (i) refer specifically to this Section 8.4 and describe the Change of Control in reasonable detail such Change of Control and (including the Persons party thereto), (ii) offer to prepay on specify a Business Day date not less than 30 days and not more than 60 45 days after the date of such Change of notice (the "CONTROL PREPAYMENT DATE") and (iii) offer to prepay on the Control Prepayment Notice Date all (but not less than all) of the “Change of Control Prepayment Date”) the Notes of such holderNotes, at 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date, and specify the Change of Control Response Date (as defined below). Each holder of a Note shall notify the Obligors of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Obligors on a date at least ten days prior to the Change of Control Prepayment Date (such date ten days but without any Make-Whole Amount). If on or prior to the Change date 15 days after the date of Control Prepayment Date being such notice (the “Change "CONTROL RESPONSE DATE") the Required Holders notify the Company in writing that they have accepted such offer, the Company shall promptly provide a written notice to such effect to the holders of Control Response Date”). The Company all outstanding Notes and shall prepay on the Change of Control Prepayment Date all of the outstanding Notes (whether or not held by each holder that has accepted such offer in accordance with this Section 8.4 Required Holders) at a price in respect of each such Note held by such holder equal to 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date. The failure by a holder of Date (but without any Note to respond to Make-Whole Amount); provided, however, that if the Required Holders do not notify the Company in writing that they have accepted such offer in writing on or before prior to the Change of Control Response Date the Company shall not be deemed required to be a rejection of such offerprepay Notes pursuant to this Section 8.4.