Common use of Deferral Pending Change in Control Clause in Contracts

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.7(c) and accepted in accordance with subparagraph (dSection 8.7(d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.8 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.8 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (bSection 8.7(a)(ii) and accepted in accordance with subparagraph (dc) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on or by the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company Obligors to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company Obligors 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company Obligors that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.9 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.9 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Subject to compliance with applicable law and other Company obligations, 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Parent Guarantor and 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 SECTION 2.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 SECTION 2.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers offer required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 7.2 is subject to the occurrence of the Change in Control in respect of which such offers offer and acceptances acceptance shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 7.2 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.7(b) and accepted in accordance with subparagraph (dSection 8.7(c) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.7(c) in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).. STEPAN COMPANY NOTE PURCHASE AGREEMENT

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 2.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 2.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in Xxxx Xxxxxxxxx Natural Gas Company Note Purchase Agreement respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bC) and accepted in accordance with subparagraph (dD) of this Section 8.7 SECTION 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 SECTION 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.7(b) and accepted in accordance with subparagraph (dSection 8.7(c) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company Xxxxxx REIT that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (bSection 8.7(b) and accepted in accordance with subparagraph (dSection 8.7(d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes a Note reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.10 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.10 in respect of such Change in Control shall be deemed rescinded).. Waste Connections, Inc. Note Purchase Agreement

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).. Sensient Technologies Corporation Note Purchase Agreement

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of the Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (bSection 8.6(c) and accepted in accordance with subparagraph (dSection 8.6(d) of this Section 8.7 is subject to the occurrence of the Change in of Control in respect of which such offers and acceptances shall have been made. In the event that such Change in of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.6 in respect of such Change in of Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.3(c) and accepted their acceptance in accordance with subparagraph (dSection 8.3(d) of this Section 8.7 is subject to the occurrence of the Change in of Control in respect of which such offers and acceptances shall have been made. In the event that such Change in of Control does not occur on the Proposed Section 8.3 Special Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in of Control shall be deemed rescinded). In the event that such Change of Control does not occur on the Section 8.3 Special Prepayment Date or within one hundred eighty (180) days thereafter, the Obligors shall not permit any Change of Control to occur unless it delivers a new Section 8.3 Notice and Offer to Prepay and otherwise complies anew with the provisions of this Section 8.3.

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.5 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.5 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.8 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Subject to compliance with applicable law and other Company obligations, 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.8 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes and provide cash collateral pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 10.17 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes the Administrative Agent reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 10.17 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (a) or (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Series 2009C Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Series 2009C Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 2.6 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected expect to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 2.6 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Series 2014B Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Series 2014B Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.10 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company Parent Guarantor that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.10 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8 of this Supplement is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of 2011 Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8 of this Supplement in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes Note pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 9.16 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes the Lender reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 9.16 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in 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 in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Subject to compliance with applicable law and other Company obligations, 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 in Control and the STERIS CORPORATION NOTE PURCHASE AGREEMENT prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers offer required by subparagraph (ba) and accepted in accordance with subparagraph (dc) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers offer and acceptances shall have been made. In the event that such Change in 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 in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).. (f)

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Section 8.3 Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company Obligors to prepay Notes pursuant to the offers required by subparagraph clause (b) and accepted in accordance with subparagraph clause (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph subparagraphs (a) and (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Subject to compliance with applicable law and other Company obligations, 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).. STERIS CORPORATION NOTE PURCHASE AGREEMENT

Deferral Pending Change in Control. The obligation of the Company to prepay Series A Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of Series A Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.6 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.6 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8 of this Supplement is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of 2009 Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8 of this Supplement in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.7(b) and accepted in accordance with subparagraph (dSection 8.7(c) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.3(c) and accepted in accordance with subparagraph (dSection 8.3(d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Deferral Pending Change in Control. The obligation of the Company Obligors to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 SECTION 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Public Hub 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Public Hub Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 SECTION 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed (which shall be deemed to be satisfied by any public announcements by the Company, including the public filing of a Current Report on Form 8-K with the SEC) of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 7 of this Supplement is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of Series D Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 7 of this Supplement in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph clause (b) and accepted in accordance with subparagraph clause (d) of this Section 8.7 4.6 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Parent and 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Parent or the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 4.6 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. Sensient Technologies Corporation Note Purchase Agreement 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 9.1(d) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 9.1(d) in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.9 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.9 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Trust and 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph paragraph (b) and accepted in accordance with subparagraph paragraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control Controls 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company Issuer to prepay Notes pursuant to the offers required by subparagraph (bSection 8.7(c) and accepted in accordance with subparagraph (dSection 8.7(d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control occurs. The Company Constituent Companies shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company Parent Guarantor that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph paragraphs (a) and (b) and accepted in accordance with subparagraph paragraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in of Control in respect of which such offers and acceptances shall have been made. In the event that such Change in of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in 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.

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to upon the offers required by subparagraph (b) and accepted occurrence of a Change in accordance with subparagraph (d) of this Section 8.7 Control is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Prepayme nt Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 9.2 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 8.8(c) and accepted in accordance with subparagraph (dSection 8.8(d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.8 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 SECTION 8.4 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of the Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.4 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).. (g)

Deferral Pending Change in Control. The obligation of the Company to prepay purchase Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on or prior to the Proposed Prepayment Purchase Date in respect thereof, the prepayment purchase shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes the Holders reasonably and timely informed of (i) any such deferral of the date of prepaymentpurchase, (ii) the date on which such Change in Control and the prepayment purchase are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in AZZ Inc. Note Purchase Agreement respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bSection 2.06(a)(2) and accepted in accordance with subparagraph (dSection 2.06(aX4) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 2.06(a) in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 SECTION 2.6 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 SECTION 2.6 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph paragraph (b) and accepted in accordance with subparagraph paragraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change in Control Controls occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change in Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Parent Company or the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (dc) of this Section 8.7 9.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of the 2002 Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 9.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control Stericycle, Inc. Note Purchase Agreement and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph made in accordance with Subsection (b) above and accepted in accordance with subparagraph Subsection (d) of this Section 8.7 above is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.4 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay purchase Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 8.3 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on or prior to the Proposed Prepayment Purchase Date in respect thereof, the prepayment purchase shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepaymentpurchase, (ii) the date on which such Change in Control and the prepayment purchase are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 8.3 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph paragraph (b) and accepted in accordance with subparagraph paragraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in 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 in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (bc) and accepted in accordance with subparagraph (d) of this Section 8.7 7 of this Supplement is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does has not occur occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on on, the date on which such Change in Control occurs. The Company shall keep each holder of Series E Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 7 of this Supplement in respect of such Change in Control shall be deemed rescinded).