IN PARAGRAPH (G) OF THIS SECTION 8.3.
A FAILURE BY A
HOLDER OF NOTES TO RESPOND TO AN OFFER TO PREPAY MADE PURSUANT TO THIS
SECTION 8.3, OR TO ACCEPT AN OFFER AS TO ALL OF THE NOTES HELD BY THE HOLDER,
WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO CONSTITUTE REJECTION OF SUCH OFFER BY
SUCH HOLDER.
18
(E)
PREPAYMENT - PREPAYMENT OF THE NOTES TO BE PREPAID PURSUANT TO
THIS SECTION 8.3 SHALL BE AT 100% OF THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH
NOTES, TOGETHER WITH INTEREST ON SUCH NOTES ACCRUED TO THE DATE OF PREPAYMENT
AND SHALL NOT REQUIRE THE PAYMENT OF ANY MAKE-WHOLE AMOUNT OR PREPAYMENT
PREMIUM.
THE PREPAYMENT SHALL BE MADE ON THE PROPOSED PREPAYMENT DATE EXCEPT AS
PROVIDED IN PARAGRAPH (F) OF THIS SECTION 8.3.
(F)
DEFERRAL PENDING CHANGE OF CONTROL - THE OBLIGATION OF THE
COMPANY TO PREPAY NOTES PURSUANT TO THE OFFERS REQUIRED BY PARAGRAPHS (A) AND
(B) AND ACCEPTED IN ACCORDANCE WITH PARAGRAPH (D) OF THIS SECTION 8.3 IS SUBJECT
TO THE OCCURRENCE OF THE CHANGE OF CONTROL IN RESPECT OF WHICH SUCH OFFERS AND
ACCEPTANCES SHALL HAVE BEEN MADE.
IN THE EVENT THAT SUCH CHANGE OF CONTROL DOES
NOT OCCUR ON OR PRIOR TO THE PROPOSED PREPAYMENT DATE IN RESPECT THEREOF, THE
PREPAYMENT SHALL BE DEFERRED UNTIL AND SHALL BE MADE ON THE DATE ON WHICH SUCH
CHANGE OF CONTROL OCCURS.
THE COMPANY SHALL KEEP EACH HOLDER OF NOTES
REASONABLY AND TIMELY INFORMED OF (I) ANY SUCH DEFERRAL OF THE DATE OF
PREPAYMENT, (II) THE DATE ON WHICH SUCH CHANGE OF CONTROL AND THE PREPAYMENT ARE
EXPECTED TO OCCUR, AND (III) ANY DETERMINATION BY THE COMPANY THAT EFFORTS TO
EFFECT SUCH CHANGE OF CONTROL HAVE CEASED OR BEEN ABANDONED (IN WHICH CASE THE
OFFERS AND ACCEPTANCES MADE PURSUANT TO THIS SECTION 8.3 IN RESPECT OF SUCH
CHANGE OF CONTROL SHALL BE DEEMED RESCINDED).
NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THAT THE PREPAYMENT HAS NOT BEEN MADE WITHIN 90 DAYS AFTER SUCH
PROPOSED PREPAYMENT DATE BY VIRTUE OF THE DEFERRAL PROVIDED FOR IN THIS
SECTION 8.3(F), THE COMPANY SHALL MAKE A NEW OFFER TO PREPAY IN ACCORDANCE WITH
PARAGRAPH (C) OF THIS SECTION 8.3.
(G)
OFFICER'S CERTIFICATE - EACH OFFER TO PREPAY THE NOTES PURSUANT TO
THIS SECTION 8.3 SHALL BE ACCOMPANIED BY A CERTIFICATE, EXECUTED BY A SENIOR
FINANCIAL OFFICER OF THE COMPANY AND DATED THE DATE OF SUCH OFFER, SPECIFYING:
(I) THE PROPOSED PREPAYMENT DATE, (II) THAT SUCH OFFER IS MADE PURSUANT TO THIS
SECTION 8.3, (III) THE PRINCIPAL AMOUNT OF EACH NOTE OFFERED TO BE PREPAID,
(IV) THE INTEREST THAT WOULD BE DUE ON EACH NOTE OFFERED TO BE PREPAID, ACCRUED
TO THE PROPOSED PREPAYMENT DATE, (V) THAT THE CONDITIONS OF THIS SECTION 8.3
HAVE BEEN FULFILLED, (VI) IN REASONABLE DETAIL, THE NATURE AND DATE OR PROPOSED
DATE OF THE CHANGE OF CONTROL AND (VII) THE DATE BY WHICH ANY HOLDER OF A NOTE
THAT WISHES TO ACCEPT SUCH OFFER MUST DELIVER NOTICE THEREOF TO THE COMPANY,