Common use of Certain Termination Provisions Clause in Contracts

Certain Termination Provisions. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with the consummation by the Credit Parties of an initial Public Offering of the Capital Stock of Parent (the “Specified IPO”), the Credit Parties may, in their sole discretion and pursuant to a written notice delivered to the Agents and the Lenders, permanently reduce the Facility Cap to zero, cancel the Revolving Facility and the Commitments and terminate this Agreement and each other Loan Document, in each case, without premium or penalty of any kind (it being understood and agreed that the right of the Credit Parties to prepay the Loans without payment of any Prepayment Fees pursuant to Section 2.9(h) shall not be affected or limited by this Section 2.15), provided that (i) such reduction, cancellation and termination shall occur no later than one hundred twenty (120) calendar days following the consummation of the Specified IPO, (ii) in the event that any Advances are outstanding at the time of delivery of such notice, the Credit Parties shall repay or cause to be repaid in full the outstanding principal amount of all Advances, together with any accrued but unpaid interest on the principal amount being repaid to the date of repayment and all other outstanding Obligations under in respect of the Revolving Facility (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted in writing), on or prior to the effective date specified in such notice for such reduction, cancellation and termination, (iii) no Prepayment Fee or other premium or penalty shall be payable in connection with any prepayment of the Term Loan A with the Net Proceeds of the Specified IPO, the repayment in full of any outstanding Advances, the reduction of the Facility Cap to zero, the cancellation of the Revolving Facility and the Commitments or the termination of this Agreement and each other Loan Document, in each case, pursuant to this Section 2.15, and (iv) in no event shall the consummation of the Specified IPO in and of itself constitute or be deemed to constitute a Change of Control.