Common use of Prepayments Below Par Clause in Contracts

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (C) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 has been satisfied and (4) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued at the par amount thereof) shall not exceed $100,000,000.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 subsection 4.16(a) or 10.711.7(a)) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; subsection 4.23, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there no more than $50,000,000 shall be no outstanding in Revolving Credit Loans and Swing Line Loans, (B) the proceeds of Revolving Credit Loans are not used to make such Discounted Voluntary Prepayment, (C) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (CD) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 subsection 4.23 has been satisfied and (43) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (DE) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 subsection 4.23 (valued at the par amount thereof) shall not exceed $100,000,00050% of the initial aggregate principal amount of the Term Loans.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans or Swingline Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (C) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 has been satisfied and (4) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued at the par amount thereof) shall not exceed $100,000,000.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 2.21 and 10.7) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Term Loan Lenders at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.262.29; provided that (Ai) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans or Swingline Loans, (Bii) any Discounted Voluntary Prepayment shall be offered to all Term Loan Lenders of a particular tranche on a pro rata basis, basis and (Ciii) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1A) stating that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3B) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.29 has been satisfied and (4C) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued at the par amount thereof) shall not exceed $100,000,000Prepayment.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 subsection 4.16(a) or 10.711.7(a)) or any other Loan Document, the Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; subsection 4.23, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, basis and (CB) the Borrower Agent shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Agent (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 subsection 4.23 has been satisfied and (43) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued at the par amount thereof) shall not exceed $100,000,000Prepayment.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 2.12 or 10.7) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.262.19; provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there shall be no outstanding First Lien Revolving Loans or First Lien Swingline Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (C) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.19 has been satisfied and (4) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 2.19 (valued at the par amount thereof) shall not exceed $100,000,000.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7Section 2.17) or any other Loan Document, the Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; 2.27, provided that (A) on the date proceeds of the Discounted Prepayment Option Notice Revolving Loans and after giving effect Swingline Loans shall not be used to the make such Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche Facility on a pro rata basis, (C) the applicable Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the applicable Borrower (1i) stating that (x) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, Prepayment and (2y) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.27 has been satisfied and (4ii) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued no more than one Discounted Prepayment Option Notice may be effective at the par amount thereof) shall not exceed $100,000,000any one time.

Prepayments Below Par. (axx) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7Section 2.17) or any other Loan Document, the Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; 2.27, provided that (A) on the date proceeds of the Discounted Prepayment Option Notice Revolving Loans and after giving effect Swingline Loans shall not be used to the make such Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche Facility on a pro rata basis, (C) the applicable Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the applicable Borrower (1i) stating that (x) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, Prepayment and (2y) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.27 has been satisfied and (4ii) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued no more than one Discounted Prepayment Option Notice may be effective at the par amount thereof) shall not exceed $100,000,000any one time.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 subsection 4.16(a) or 10.711.7(a)) or any other Loan Document, the Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; subsection 4.23, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there Liquidity shall be no outstanding Revolving Loansgreater than or equal to $25,000,000, (B) the aggregate amount of Discounted Voluntary Prepayments made in any calendar year, together with aggregate amount of Open Market Purchases made in such calendar year, shall not exceed $50,000,000 in the aggregate, (C) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (CD) the Borrower Agent shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Agent (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 subsection 4.23 has been satisfied and (43) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (DE) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 subsection 4.23 (valued at the par amount thereof) shall not exceed $100,000,00050% of the initial aggregate principal amount of the Term Loans.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 subsection 4.18(a) or 10.711.7(a)) or any other Loan Credit Document, the Borrower Company shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; subsection 4.25, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there no more than $50,000,000 shall be no outstanding in Revolving Credit Loans and Swing Line Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, basis and (C) the Borrower Company shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Company (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 subsection 4.25 has been satisfied and (43) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued at the par amount thereof) shall not exceed $100,000,000Prepayment.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 subsection 4.10(a) or 10.711.7(a)) or any other Loan Document, to the extent that the Borrower is permitted under this Agreement to make an optional prepayment of the Loans, the Borrower shall have the right at any time and from time to time after the fourth anniversary of the Closing Date to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; subsection 4.16, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there no more than $50,000,000 shall be no outstanding in First Lien Revolving Loans and First Lien Swing Line Loans, (B) the proceeds of First Lien Revolving Loans are not used to make such Discounted Voluntary Prepayment, (C) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (CD) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 subsection 4.16 has been satisfied and (43) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (DE) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 subsection 4.16 (valued at the par amount thereof) shall not exceed $100,000,00050% of the initial aggregate principal amount of the Loans.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7Section 2.17) or any other Loan Document, the Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; 2.27, provided that (A) on the date proceeds of the Discounted Prepayment Option Notice Revolving Loans and after giving effect Swingline Loans shall not be used to the make such Discounted Voluntary Prepayment, there shall be no outstanding Revolving Loans, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche Facility on a pro rata basis, (C) the applicable Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the applicable Borrower (1i) stating that (x) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, Prepayment and (2y) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.27 has been satisfied and (4ii) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) the aggregate amount of Term Loans prepaid pursuant to this Section 2.26 (valued no more than one Discounted Prepayment Option Notice may be effective at the par amount thereof) shall not exceed $100,000,000any one time.

Prepayments Below Par. (a) Notwithstanding anything to the contrary set forth in this Agreement (including Sections 2.17 or 10.7) or any other Loan Credit Document, the Borrower shall have the right at any time and from time to time to prepay Term B Loans to the Lenders at a discount to the par value of such Term B Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.26; 2.22, provided that (A) on the date of the Discounted Prepayment Option Notice and after giving effect to the Discounted Voluntary Prepayment, there no more than $5,000,000 shall be no outstanding in Revolving Loans and Swingline Loans, (B) the proceeds of Revolving Loans and Swingline Loans shall not be used to make such Discounted Voluntary Prepayment, (C) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular tranche on a pro rata basis, (CD) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Senior Officer of the Borrower (1i) stating that (x) no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, Prepayment and (2y) containing a customary representation and warranty that there is no material non-public information as of such date, (3) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.26 2.22 has been satisfied and (4ii) specifying the aggregate principal amount of Term B Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and Prepayment, (DE) the aggregate amount of Term B Loans prepaid pursuant to this Section 2.26 2.22 (valued at the par amount thereof) shall not exceed the sum of (i) $100,000,000300,000,000 and (ii) an amount equal to one-third of the aggregate principal amount of all Incremental Term B Loans made pursuant hereto and (F) no more than one Discounted Prepayment Option Notice may be effective at any one time.