Transdigm Group (TDG)

(b)  A “Change of Control Offer” means a notice delivered to the Agent (which will promptly furnish such notice to the Term Lenders) stating:

(i) that a Change of Control has occurred and that such Term Lender has the right to require the Borrower to prepay all or a portion of such Term Lender’s Term Loans at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment;

(ii) the Change of Control prepayment date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is delivered);

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(iii) that any Term Loans as to which such offer is not properly accepted will remain outstanding and continue to accrue interest;

(iv) unless the Borrower defaults in the payment of the purchase price of any Term Loans as to which the Change of Control Offer shall have been accepted, all Term Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control prepayment date;

(v) Term Lenders electing to have any Term Loans purchased pursuant to a Change of Control Offer will be required to notify the Agent prior to the close of business on the third Business Day preceding the Change of Control prepayment date; and

(vi) that Term Lenders will be entitled to withdraw their election to require the Borrower to prepay their Term Loans; provided that the Agent receives, not later than the close of business on the last day of the offer period, a notice setting forth the name of the Term Lender, the principal amount of Term Loans tendered for prepayment, and a statement that such Term Lender is withdrawing its election to have such Term Loans prepaid.

(c)  On the prepayment date, the Borrower shall prepay the Term Loans of all Term Lenders who accept the Change of Control Offer at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment. If at the time of any prepayment pursuant to this Section 2.19 there shall be outstanding Term Borrowings of different Types or LIBOR Rate Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such Change of Control Offer, then the aggregate amount of such prepayment shall be allocated ratably to each outstanding Term Borrowing that comprises the Term Loans of the accepting Term Lenders. All prepayments of Term Loans under this Section 2.19 shall be subject to Section 2.14.

(d)  Notwithstanding the foregoing provisions of this Section, the Borrower shall be deemed to have made a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 2.19(b) applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans as to which offers for prepayment have been validly accepted and not withdrawn pursuant to the terms of such Change of Control Offer.