CASH (THE "CHANGE OF CONTROL
PREPAYMENT") EQUAL TO 100% OF THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS
ACCRUED AND UNPAID INTEREST, TO THE DATE OF PURCHASE, SUBJECT TO THE RIGHT OF
LENDERS OF RECORD ON THE RELEVANT RECORD DATE TO RECEIVE INTEREST DUE ON THE
RELEVANT INTEREST PAYMENT DATE. WITHIN 30 DAYS FOLLOWING ANY CHANGE OF CONTROL,
THE BORROWER SHALL SEND NOTICE OF SUCH CHANGE OF CONTROL OFFER BY FIRST-CLASS
MAIL, WITH A COPY TO THE ADMINISTRATIVE AGENT, TO EACH LENDER TO THE ADDRESS OF
SUCH LENDER APPEARING IN THE REGISTER WITH A COPY TO THE ADMINISTRATIVE AGENT,
WITH THE FOLLOWING INFORMATION:
(1)
THAT A CHANGE OF CONTROL OFFER IS BEING MADE PURSUANT TO THIS
SECTION 9.12 AND THAT SUCH LENDER HAS THE RIGHT TO REQUIRE THE BORROWER TO
PREPAY SUCH LENDER'S LOANS;
(2)
THE PREPAYMENT AMOUNT AND THE PREPAYMENT DATE, WHICH WILL BE
NO EARLIER THAN 30 DAYS NOR LATER THAN 60 DAYS FROM THE DATE SUCH NOTICE IS
MAILED (THE "CHANGE OF CONTROL PREPAYMENT DATE");
(3)
THAT ANY LOANS NOT PROPERLY ACCEPTED FOR PREPAYMENT PURSUANT
TO THIS SECTION 9.12 WILL REMAIN OUTSTANDING AND CONTINUE TO ACCRUE INTEREST;
(4)
THAT UNLESS THE BORROWER DEFAULTS IN THE PREPAYMENT OF THE
CHANGE OF CONTROL PREPAYMENT, ALL LOANS ACCEPTED FOR PREPAYMENT PURSUANT TO THE
CHANGE OF CONTROL OFFER WILL CEASE TO ACCRUE INTEREST ON THE CHANGE OF CONTROL
PREPAYMENT DATE;
(5)
THAT LENDERS SHALL BE ENTITLED TO WITHDRAW THEIR ELECTION TO
REQUIRE THE BORROWER TO PREPAY SUCH LOANS, PROVIDED THAT THE BORROWER RECEIVES,
NOT LATER THAN THE CLOSE OF BUSINESS ON THE EXPIRATION DATE OF THE CHANGE OF
CONTROL OFFER, A FACSIMILE TRANSMISSION OR LETTER SETTING FORTH THE NAME OF THE
LENDER, THE PRINCIPAL AMOUNT OF LOANS ACCEPTED FOR PREPAYMENT, AND A STATEMENT
THAT SUCH LENDER IS WITHDRAWING ITS ELECTION TO HAVE SUCH LOANS PREPAID; AND
(6)
THE OTHER INSTRUCTIONS, AS DETERMINED BY THE BORROWER,
CONSISTENT WITH THIS SECTION 9.12, THAT A LENDER MUST FOLLOW.
The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Lender receives such notice. If
(a) the notice is mailed in a manner herein provided and (b) any Lender fails to
receive such notice or a Lender receives such notice but it is defective, such
Lender's failure to receive such notice or such defect shall not affect the
validity of the proceedings for the purchase of the Loans as to all other
Lenders that properly received such notice without defect.
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(B)
ON THE CHANGE OF CONTROL PREPAYMENT DATE, THE
BORROWER SHALL, TO THE EXTENT PERMITTED BY LAW,
(I)
PREPAY ALL LOANS, OR PORTIONS THEREOF, ACCEPTED
FOR PREPAYMENT IN ACCORDANCE WITH THIS SECTION 9.12 PURSUANT TO THE CHANGE OF
CONTROL OFFER;
(II)
DEPOSIT WITH THE ADMINISTRATIVE AGENT AN AMOUNT
EQUAL TO THE AGGREGATE CHANGE OF CONTROL PREPAYMENT IN RESPECT OF ALL LOANS OR
PORTIONS THEREOF SO ACCRETED FOR PREPAYMENT; AND
(III)
DELIVER, OR CAUSE TO BE DELIVERED, TO THE
ADMINISTRATIVE AGENT AN OFFICER'S CERTIFICATE TO THE