Common use of Discounted Voluntary Prepayment Clause in Contracts

Discounted Voluntary Prepayment. (i) Notwithstanding anything to the contrary in Sections 2.10(a), 2.10(d), or 2.13 (which provisions shall not be applicable to this Section 2.10(e)), the Borrower shall have the right at any time and from time to time to prepay its Term Loans of any Class owing to Term Loan Lenders electing to participate in such prepayments 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 2.10(e); provided that (A) no Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) no Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of the applicable Class on a pro rata basis and (D) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent an Authorized Officer’s certificate of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e) has been satisfied. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit L hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of such Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

Discounted Voluntary Prepayment. 3.1. The Borrower shall within thirty (i30) Notwithstanding anything days of the First Amendment Effective Date elect to effect (by notice to the contrary in Sections 2.10(a), 2.10(d), or 2.13 (which provisions shall not be applicable to this Section 2.10(e)), Administrative Agent designating such prepayment as the Borrower shall have the right at any time and from time to time to prepay its Term Loans of any Class owing to Term Loan Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-pro rata basis (each, a “March 2015 Discounted Voluntary Prepayment”) a Discounted Voluntary Prepayment pursuant to and in accordance with Section 2.15 of the procedures described Credit Agreement (the “March 2015 Discounted Voluntary Prepayment”; and such Discounted Voluntary Prepayment offer to Lenders, the “March 2015 Discounted Voluntary Prepayment Offer”). The Discounted Voluntary Prepayment Amount for the March 2015 Discounted Voluntary Prepayment (the “March 2015 Prepayment Amount”) shall equal $6.50 million. Notwithstanding Section 2.15 of the Credit Agreement to the contrary, the Lenders hereby acknowledge and agree (i) that the March 2015 Prepayment Amount shall be derived from the Borrower’s unencumbered cash, (ii) the certification required pursuant to Section 2.15(a)(i) of the Credit Agreement by the Borrower in connection with the March 2015 Discounted Voluntary Prepayment, shall not need to include a computation (or any utilization by the Borrower) of Borrower’s Discounted Prepayment Portion of Excess Cash Flow or Borrower’s Discretionary Portion of Excess Cash Flow, and (iii) the March 2015 Discounted Voluntary Prepayment may be effected notwithstanding that such March 2015 Prepayment Amount exceeds an amount equal to the Borrower’s Portion of Excess Cash Flow at this Section 2.10(e); provided that (A) no time. 3.2. The prepayment required as a result of the March 2015 Discounted Voluntary Prepayment shall be made unless immediately after giving effect by the Borrower within sixty (60) days of the First Amendment Effective Date. The amount, if any, of the March 2015 Prepayment Amount not utilized to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) no Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, (C) any make the March 2015 Discounted Voluntary Prepayment shall be offered utilized by the Borrower to all Lenders with Term Loans make an optional prepayment of the applicable Class on a pro rata basis and Loans in accordance with Section 2.06(a) of the Credit Agreement (D) the “2015 Par Repayment”). The Borrower shall make such 2015 Par Repayment, if applicable, on the date such Discounted Voluntary Prepayment is made Date (as defined below), and shall deliver to the Administrative Agent an Authorized Officer’s certificate of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e) has been satisfied. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide designate by written notice to the Administrative Agent substantially in that such prepayment is the form of Exhibit L hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below2015 Par Repayment. The Proposed Discounted “Prepayment Amount Date” shall mean the earlier of Term Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (Ai) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of such Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the making of the March 2015 Discounted Voluntary Prepayment Option Notice and (ii) the “Acceptance date that is the sixtieth (60th) day after the First Amendment Effective Date”).

Discounted Voluntary Prepayment. (i) Notwithstanding anything to the contrary in Sections 2.10(aSection 2.05(a), 2.10(d), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.10(e2.05(c)), the any Purchasing Borrower Party shall have the right at any time and from time to time to prepay its Term Loans of any Class owing to Term Loan the Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.10(e2.05(c); provided that that (A) no Discounted Voluntary Prepayment shall be made unless from the proceeds of any Revolving Credit Loan or Swing Line Loan, (B) immediately after giving effect to such any Discounted Voluntary Prepayment, no Default or Event the sum of Default has occurred (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and is continuing, (B) no Discounted Voluntary Prepayment may Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be made if any Revolving Loans would be outstanding after giving effect thereto, not less than $75,000,000, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of the applicable Class on a pro rata basis and basis, (D) the such Purchasing Borrower on the date such Discounted Voluntary Prepayment is made Party shall deliver to the Administrative Agent an Authorized Officer’s a certificate of the Borrower stating that (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e2.05(c) has been satisfied, (3) such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that (I) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time and (II) could reasonably be expected to have a material effect upon, or otherwise be material, to a Lender’s decision to participate in any Discounted Voluntary Prepayment or to the market price of the Term Loans. (ii) To the extent the a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, the such Purchasing Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit L J hereto (each, a “Discounted Prepayment Option Notice”) that the such Purchasing Borrower Party desires to prepay Term Loans in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree)10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of such Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).:

Discounted Voluntary Prepayment. (ia) Notwithstanding anything to the contrary in Sections 2.10(a)2.03, 2.10(d)2.05, or 2.13 2.10, 2.11 and 11.08 (which provisions shall not be applicable to this Section 2.10(e)2.12), the Borrower shall have the right at any time and from time to time to prepay its Term the Loans of any Class owing to Term Loan the Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.10(e)2.12; provided provided, that (A) no Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) no Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of the applicable Class on a pro rata basis and (DB) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent an Authorized Officer’s a certificate of the Borrower stating that (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and Prepayment, (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e2.12(a) has been satisfied, (3) the Borrower does not have any material non-public information (“MNPI”) with respect to any Loan Party that either (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to any Loan Party) prior to such time or (b) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans. (iib) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit L K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term the Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term the Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree)5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relatesLoans, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a (representing the percentage of par of the principal amount of such Term Loans to be prepaid) (the “Discount Range”) ), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (c) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.12(b), the Administrative Agent shall promptly notify each Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit L hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.12(c) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (d) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided, that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (e) Each Discounted Voluntary Prepayment shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (f) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.12(c) above) established by the Administrative Agent in consultation with the Borrower. (g) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. (h) With respect to Discounted Voluntary Prepayments made by the Borrower pursuant to this Section 2.12, (A) the Borrower shall pay all accrued and unpaid interest, if any, on the purchased Loans to the date of purchase of such Loans (to the extent agreed between the Borrower and the applicable assignor of the purchased Loans), (B) such purchase shall not be deemed to be voluntary prepayments pursuant to Section 2.03(a), Section 2.10, Section 2.11 and Section 11.08 hereunder, (C) no such purchases and cancellations shall change the scheduled amortization required by Section 2.05, except to reduce the amount outstanding and due and payable on the Maturity Date (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro rata basis, to the Loans purchased by the Borrower and deemed cancelled pursuant to Section 2.12(i)). (i) Following a Discounted Voluntary Prepayment pursuant to this Section 2.12, any Loans so purchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Transaction Documents (notwithstanding any provisions herein or therein to the contrary), including, but limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document, (C) the providing of any rights to the Borrower as a Lender under this Agreement or any other Loan Document or (D) the determination of Required Lenders or for any similar or related purpose, under this Agreement or any other Loan Document. Any payment made by the Borrower in connection with a purchase permitted by this Section 2.12 shall not be subject to the provisions of Section 2.11 and 11.08. Failure by the Borrower to make any payment to a Lender permitted by this Section 2.12 shall not constitute an Event of Default under Section 8.01.

Discounted Voluntary Prepayment. (ia) Notwithstanding anything to the contrary in Sections 2.10(a)2.03, 2.10(d)2.05, or 2.13 2.10, 2.11 and 11.08 (which provisions shall not be applicable to this Section 2.10(e)2.12), the Borrower shall have the right at any time and from time to time to prepay its Term the Loans of any Class owing to Term Loan the Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.10(e)2.12; provided provided, that (A) no Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) no Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of the applicable Class on a pro rata basis and (DB) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent an Authorized Officer’s a certificate of the Borrower stating that (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and Prepayment, (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e2.12(a) has been satisfied, (3) Borrower does not have any material non-public information (“MNPI”) with respect to any Loan Party that either (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to any Loan Party) prior to such time or (b) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans. (iib) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit L K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term the Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term the Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree)5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relatesLoans, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a (representing the percentage of par of the principal amount of such Term Loans to be prepaid) (the “Discount Range”) ), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (c) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.12(b), the Administrative Agent shall promptly notify each Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit L hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.12(c) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (d) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided, that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (e) Each Discounted Voluntary Prepayment shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (f) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.12(c) above) established by the Administrative Agent in consultation with the Borrower. (g) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. (h) With respect to Discounted Voluntary Prepayments made by the Purchasing Borrower Parties pursuant to this Section 2.12, (A) the applicable Purchasing Borrower Parties shall pay all accrued and unpaid interest, if any, on the purchased Loans to the date of purchase of such Loans (to the extent agreed between the Borrower and the applicable assignor of the purchased Loans), (B) such purchase shall not be deemed to be voluntary prepayments pursuant to Section 2.03(a), Section 2.10, Section 2.11 and Section 11.08 hereunder, (C) no such purchases and cancellations shall change the scheduled amortization required by Section 2.05, except to reduce the amount outstanding and due and payable on the Maturity Date (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro rata basis, to the Loans purchased by the Purchasing Borrower Parties and deemed cancelled pursuant to Section 2.12(i). (i) Following a Discounted Voluntary Prepayment pursuant to this Section 2.12, any Loans so purchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Transaction Documents (notwithstanding any provisions herein or therein to the contrary), including, but limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document, (C) the providing of any rights to the Borrower as a Lender under this Agreement or any other Loan Document or (D) the determination of Required Lenders or for any similar or related purpose, under this Agreement or any other Loan Document. Any payment made by the Borrower in connection with a purchase permitted by this Section 2.12 shall not be subject to the provisions of Section 2.11 and 11.08. Failure by the Borrower to make any payment to a Lender permitted by this Section 2.12 shall not constitute an Event of Default under Section 8.01.

Discounted Voluntary Prepayment. (ia) Notwithstanding anything Each of the U.S. Borrower and the Canadian Borrower has notified the Lenders that it may wish to the contrary in Sections 2.10(a), 2.10(d), make voluntary prepayments of one or 2.13 (which provisions shall not be applicable to this Section 2.10(e)), the Borrower shall have the right at any time and from time to time to prepay more Tranches of its Tender Term Loans of any Class owing to Term Loan Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) during the period commencing on the Third Amendment Effective Date (as hereinafter defined) and ending on the date that is eighteen months following the Third Amendment Effective Date (the “Discounted Voluntary Prepayment Period”) pursuant to the procedures and limitations described in this Section 2.10(e); provided that 2.1 (A) no the transactions described in this Section 2.1, collectively, the “Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) no Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, (C) Transaction”). In connection with any Discounted Voluntary Prepayment of a given Tranche of Tender Term Loans, the relevant Tendering Borrower will notify each Lender with such Tender Term Loans in writing (the “Prepayment Notice”) that such Tendering Borrower desires to prepay such Tender Term Loans with proceeds in an aggregate amount specified by such Tendering Borrower (which amount shall be offered not less than the amount necessary to all Lenders with prepay U.S.$25,000,000 (or, €20,000,000, in the case of Tranche E Term Loans) of par principal amount of Tender Term Loans of the applicable Class on a pro rata basis and (D) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent an Authorized Officer’s certificate of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e) has been satisfied. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit L hereto aggregate in each case, determined using the lowest Discount (as defined below) in the range specified by such Tendering Borrower below) (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case ) at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relates, (B) a discount range (which may is expected to be within a single percentage) selected range to be specified by the such Tendering Borrower with respect to such proposed each Discounted Voluntary Prepayment Prepayment; the “Discount”) equal to a percentage of par of the principal amount of such Tender Term Loans being prepaid; provided that (i) the aggregate Prepayment Amounts for all Discounted Voluntary Prepayments undertaken by the Tendering Borrowers of all Tender Term Loans prepaid during the Discounted Voluntary Prepayment Period shall not exceed U.S.$150,000,000 in the aggregate (for such purpose, taking the U.S. Dollar Equivalent of the Prepayment Amount with respect to any Tranche E Term Loans subject to a Discounted Voluntary Prepayment (determined as of the date of such Discounted Voluntary Prepayment, and excluding any voluntary prepayments of any Tender Term Loans made in accordance with the Credit Agreement as in effect prior to the Third Amendment Effective Date), and (ii) the Tendering Borrowers may issue no more than four Prepayment Notices that result in a Discounted Voluntary Prepayment (and make no more than four Discounted Voluntary Prepayments) in any twelve month period. Each Discounted Voluntary Prepayment shall be financed exclusively with either (x) internally generated cash of the U.S. Borrower and its Subsidiaries (i.e., cash not representing proceeds of Indebtedness, asset sales, insurance recovery events or sales or issuances of Equity Interests of, or equity contributions to, Holdings or any of its Subsidiaries), provided, however, that (I) no such internally generated cash of the U.S. Borrower and its Subsidiaries may be used to finance a Discounted Voluntary Prepayment, unless (and only to the extent that) (1) after giving effect to the respective Discounted Voluntary Prepayment (and the application of all internally generated cash and the cash proceeds of all Equity Contributions actually used to finance the same) the sum of (A) the Unrestricted cash and Permitted Investments of the U.S. Borrower and its Subsidiaries plus (B) the Total Unutilized Revolving Loan Commitment at such time shall equal or exceed U.S.$125,000,000 and (2) the U.S. Borrower shall have delivered an officer’s certificate to the Prepayment Agent on the date of such Discounted Voluntary Prepayment demonstrating compliance with preceding subclause (1) and/or (y) cash proceeds of Equity Contributions. Notwithstanding anything to the contrary contained herein, and for avoidance of doubt, any such internally generated cash of the U.S. Borrower and its Domestic Subsidiaries used to finance a Discounted Voluntary Prepayment by the Canadian Borrower shall be permitted only to the extent such cash is otherwise permitted to be invested in the Canadian Borrower pursuant to Section 10.04 of the Credit Agreement. (b) In connection with a Discounted Voluntary Prepayment of a given Tranche of Tender Term Loans, the relevant Tendering Borrower will allow each applicable Tender TL Lender to specify (a “Prepayment Offer”) a discount to par (the “Acceptable Discount”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of such Tender Term Loans at which such Tender TL Lender is willing to permit such Discounted Voluntary Prepayment (and which shall be within any range specified by such Tendering Borrower with respect to such Discounted Voluntary Prepayment). Each Tendering Borrower will accept Prepayment Offers in the order of lowest to highest prepayment price specified by the respective Tender TL Lenders in the Prepayment Offers so as to enable such Tendering Borrower to complete the Discounted Voluntary Prepayment for the Prepayment Amount. Based on the Acceptable Discounts and principal amounts of such Tender Term Loans specified by the Tender TL Lenders, the applicable discount (the “Applicable Discount”) for the Discounted Voluntary Prepayment will be the highest Acceptable Discount (i.e., the lowest prepayment price) at which the relevant Tendering Borrower can complete the Discounted Voluntary Prepayment for the full Prepayment Amount and which is within the range for the Discount specified by such Tendering Borrower. Each Tendering Borrower shall prepay such Tranche of Tender Term Loans (or the respective portions thereof) offered by Tender TL Lenders at the Acceptable Discounts specified by each such Tender TL Lender that are equal to or greater than the Applicable Discount (“Discount RangeQualifying Tender Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Tender Term Loans (disregarding any interest payable under Section 2.1(c) hereof) would exceed the Prepayment Amount for such Discounted Voluntary Prepayment, the relevant Tendering Borrower shall prepay such Qualifying Tender Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Tender Term Loans (subject to rounding requirements specified by the Prepayment Agent). (c) All Tender Term Loans prepaid by the Tendering Borrowers pursuant to this Section 2.1 shall be accompanied by payment of accrued and (C) unpaid interest on the par principal amount so prepaid to, but not including, the date by which Lenders are required of prepayment. (d) The par principal amount of Tender Term Loans of a given Tranche prepaid pursuant to indicate their election this Section 2.1 shall be applied to participate reduce the remaining Scheduled Repayments of such Tranche of Tender Term Loans in such proposed indirect order of maturity. (e) Each Discounted Voluntary Prepayment which shall be consummated pursuant to procedures (including as to timing, settlement, irrevocability of Prepayment Notices and acceptances of Prepayment Offers, rounding and minimum amounts, applicable Borrowings of accepted Tender Term Loans and other notices by the Tendering Borrowers and Tender TL Lenders and determination of Applicable Discount) established by the Prepayment Agent in consultation with the Tendering Borrowers; it being understood and agreed that (x) each Tendering Borrower shall have the right to revoke its offer for a Discounted Voluntary Prepayment and rescind its Prepayment Notice therefor at least five Business Days following the date its discretion at any time prior to such Tendering Borrower’s delivery of a final notice of acceptance of the Discounted related Prepayment Option Notice (the “Acceptance Date”).Offers,