To the extent a Change in Control occurs (the date of such Change in Control, the “ Change in Control Date ”), within thirty (30) days following any Change in Control Date, the Borrower shall make a written offer to prepay the Loans (the “ Change in Control Offer ”) to the Lenders (with a copy to the Administrative Agent) ( provided that if such offer is delivered prior to the occurrence of a Change in Control, the offer may state that the Change in Control Offer is conditioned on the occurrence of such Change in Control) for an aggregate principal amount of all of the Loans, together with any accrued and unpaid interest, plus a prepayment premium equal to one percent (1%) of the aggregate principal amount to be repaid. Each Lender may accept all or a portion of its pro rata share of the Change in Control Offer by providing written notice (a “ Change in Control Offer Acceptance Notice ”) to the Administrative Agent and the Borrower no later than 5:00 p.m. ten (10) Business Days after the date of such Lender’s receipt of the Change in Control Offer. Each Change in Control Offer Acceptance Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be accepted by such Lender; provided that if such Lender fails to specify the principal amount of the Loans to be accepted, it shall be deemed to have requested a prepayment in full of its Loans. If a Lender fails to deliver a Change in Control Offer Acceptance Notice to the Administrative Agent within the time frame specified above, such failure will be deemed a rejection of the total amount of such mandatory prepayment of the Loans. The Borrower shall make any prepayments no later than ten (10) Business Days after expiration of the time period for acceptance by Lenders of Change in Control Offers (or, if such ten (10) Business Day period expires prior to the date of the Change in Control, on the date of such Change in Control).