2.08(B)(I), (II), (III), OR (IV) INCLUDING, IF APPLICABLE, THE AMOUNT OF
NET CASH PROCEEDS EXPECTED TO BE RECEIVED THEREFROM AND THE EXPECTED
SCHEDULE FOR RECEIVING SUCH PROCEEDS; PROVIDED, HOWEVER, THAT IN THE CASE OF ANY
PREPAYMENT EVENT CONSISTING OF A CASUALTY OR CONDEMNATION, THE BORROWERS SHALL
GIVE SUCH NOTICE WITHIN FIVE BUSINESS DAYS AFTER THE OCCURRENCE OF SUCH EVENT.
(C)
CHANGE OF CONTROL OFFER.
IF A CHANGE OF CONTROL OCCURS, EACH
LENDER WILL HAVE THE RIGHT TO REQUIRE THAT THE BORROWERS PREPAY ALL OR ANY PART
OF SUCH LENDER'S LOANS PURSUANT TO AN OFFER TO PREPAY (EACH SUCH OFFER BEING
HEREIN REFERRED TO AS A "CHANGE OF CONTROL OFFER") AS SET FORTH BELOW AND IN
ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS SECTION 2.08(C).
IN THE CHANGE
OF CONTROL OFFER, THE BORROWERS, JOINTLY AND SEVERALLY, WILL OFFER TO PREPAY ALL
OF THE LOANS AT PAR PLUS, IF SUCH CHANGE OF CONTROL OFFER IS MADE AT ANY TIME ON
OR BEFORE THE THIRD ANNIVERSARY OF THE CLOSING DATE, A PREPAYMENT PREMIUM (THE
"CHANGE OF CONTROL PREPAYMENT PREMIUM") EQUAL TO 1.00% OF THE AGGREGATE
PRINCIPAL AMOUNT OF THE LOANS BEING PREPAID, IN CASH, TOGETHER WITH ACCRUED AND
UNPAID INTEREST THEREON TO THE DATE OF PREPAYMENT (THE "CHANGE OF CONTROL
PREPAYMENT DATE").
WITHIN 30 DAYS AFTER ANY CHANGE OF CONTROL OR, AT THE
BORROWERS' OPTION, PRIOR TO SUCH CHANGE OF CONTROL BUT AFTER IT IS PUBLICLY
ANNOUNCED, THE BORROWERS SHALL NOTIFY THE ADMINISTRATIVE AGENT AND GIVE WRITTEN
NOTICE OF THE CHANGE OF CONTROL TO EACH LENDER SPECIFYING:
(I)
THAT A CHANGE OF CONTROL HAS OCCURRED OR WILL OCCUR AND THE DATE
OF SUCH EVENT AND THAT SUCH LENDER HAS THE RIGHT TO REQUIRE THE BORROWERS TO
PREPAY SUCH LENDER'S LOANS AT PAR PLUS, IF APPLICABLE, THE CHANGE OF CONTROL
PREPAYMENT PREMIUM;
(II)
THAT THE CHANGE OF CONTROL OFFER IS BEING MADE PURSUANT TO THIS
SECTION 2.08(C) AND THAT ALL LOANS PROPERLY TENDERED PURSUANT TO THE CHANGE OF
CONTROL OFFER WILL BE ACCEPTED FOR PREPAYMENT AT PAR PLUS ANY APPLICABLE CHANGE
OF CONTROL PREPAYMENT PREMIUM;
44
(III)
THE CHANGE OF CONTROL PREPAYMENT DATE, WHICH SHALL BE FIXED BY
THE COMPANY ON A BUSINESS DAY NO EARLIER THAN 30 DAYS NOR LATER THAN 60 DAYS
FROM THE DATE THE NOTICE IS MAILED; PROVIDED THAT THE CHANGE OF CONTROL
PREPAYMENT DATE MAY NOT OCCUR PRIOR TO THE CHANGE OF CONTROL;
(IV)
THAT NOTICE OF ACCEPTANCE OF THE CHANGE OF CONTROL OFFER MUST BE
RECEIVED BY THE ADMINISTRATIVE AGENT AND THE COMPANY AT LEAST THREE BUSINESS
DAYS PRIOR TO THE CHANGE OF CONTROL PREPAYMENT DATE;
(V)
THAT LOANS WITH RESPECT TO WHICH THE CHANGE OF CONTROL OFFER IS
ACCEPTED IN ACCORDANCE WITH THIS SECTION 2.08(C) AND NOT WITHDRAWN SHALL BE
PREPAID, TOGETHER WITH ANY APPLICABLE CHANGE OF CONTROL PREPAYMENT PREMIUM AND
ACCRUED AND UNPAID INTEREST THEREON, ON THE CHANGE OF CONTROL PREPAYMENT DATE;
(VI)
THAT ANY LOANS NOT TENDERED FOR PREPAYMENT WILL CONTINUE TO ACCRUE
INTEREST IN ACCORDANCE WITH SECTION 2.05 HEREOF;
(VII)
THAT, UNLESS