Common use of Voluntary Discounted Prepayments Clause in Contracts

Voluntary Discounted Prepayments. (a) The Borrower may elect to notify the Administrative Agent and the Term Loan Lenders that it wishes to make below par voluntary prepayments of the Term Loans (each such payment a “Voluntary Discounted Prepayment”) pursuant to the procedures set forth in this Section 2.21. At the time of any Voluntary Discounted Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.21, (ii) that such Voluntary Discounted Prepayment shall have been approved by at least 66 ⅔% of the Borrower’s Board of Directors and (iii) that immediately prior to and after giving effect to any Voluntary Discounted Prepayment, no Default or Event of Default shall have occurred and be continuing. (b) In connection with any Voluntary Discounted Prepayment, the Borrower shall notify the Term Loan Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Term Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $5,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Term Loans to be prepaid. (c) In connection with any Voluntary Discounted Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Term Loans at which such Term Loan Lender is willing to permit such Voluntary Discounted Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Term Loans specified by Term Loan Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Discounted Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Term Loan Lenders are insufficient to allow the Borrower to complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Term Loans (or the respective portions thereof) offered by Term Loan Lenders at the Acceptable Payment Percentages specified by each such Term Loan Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each Term Loan Lender to be prepaid equal to the product of the face amount, or par, of the Term Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.21(d)) would exceed the applicable Prepayment Amount for such Voluntary Discounted Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent). (d) All Term Loans prepaid by the Borrower pursuant to this Section 2.21 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (e) Each Voluntary Discounted Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Term Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Term Loan Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof. (f) Each Voluntary Discounted Prepayment shall constitute an optional prepayment of Term Loans for all purposes under this Agreement, including for purposes of Section 2.09(a). (g) Notwithstanding anything to the contrary in this Agreement, the Term Loan Lenders hereby consent to the transactions described in this Section 2.21 and further acknowledge that in connection with any Voluntary Discounted Prepayment, principal and interest payments may be made on a non-pro rata basis, as determined by the Prepayment Agent, to the applicable Term Loan Lenders. (h) This Section 2.21 shall not require the Borrower to undertake or any Term Loan Lender to participate in any Voluntary Discounted Prepayment.

Voluntary Discounted Prepayments. (a) The Borrower may elect to notify the Administrative Agent and the Term Loan Lenders that it wishes to make below par voluntary prepayments of the Term Loans (each such payment a “Voluntary Discounted Prepayment”) pursuant to the procedures set forth in this Section 2.21. At the time of any Voluntary Discounted Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.21, (ii) that such Voluntary Discounted Prepayment shall have been approved by at least 66 ⅔% 2/3% of the Borrower’s Board board of Directors directors and (iii) that immediately prior to and after giving effect to any Voluntary Discounted Prepayment, no Default or Event of Default shall have occurred and be continuing. (b) In connection with any Voluntary Discounted Prepayment, the Borrower shall notify the Term Loan Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Term Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $5,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Term Loans to be prepaid. (c) In connection with any Voluntary Discounted Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Term Loans at which such Term Loan Lender is willing to permit such Voluntary Discounted Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Term Loans specified by Term Loan Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Discounted Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Term Loan Lenders are insufficient to allow the Borrower to complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Term Loans (or the respective portions thereof) offered by Term Loan Lenders at the Acceptable Payment Percentages specified by each such Term Loan Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each Term Loan Lender to be prepaid equal to the product of the face amount, or par, of the Term Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.21(d)) would exceed the applicable Prepayment Amount for such Voluntary Discounted Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent). (d) All Term Loans prepaid by the Borrower pursuant to this Section 2.21 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (e) Each Voluntary Discounted Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Term Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Term Loan Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof. (f) Each Voluntary Discounted Prepayment shall constitute an optional prepayment of Term Loans for all purposes under this Agreement, including for purposes of Section 2.09(a). (g) Notwithstanding anything to the contrary in this Agreement, the Term Loan Lenders hereby consent to the transactions described in this Section 2.21 and further acknowledge that in connection with any Voluntary Discounted Prepayment, principal and interest payments may be made on a non-pro rata basis, as determined by the Prepayment Agent, to the applicable Term Loan Lenders. (h) This Section 2.21 shall not require the Borrower to undertake or any Term Loan Lender to participate in any Voluntary Discounted Prepayment.

Voluntary Discounted Prepayments. (a) The Borrower may elect to notify the Administrative Agent and the Term Loan Lenders that it wishes to make below par voluntary prepayments of the Term Loans (each such payment a “Voluntary Discounted Prepayment”) pursuant to the procedures set forth in this Section 2.21. At the time of any Voluntary Discounted Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.21, (ii) that such Voluntary Discounted Prepayment shall have been approved by at least 66 ⅔% 2/3% of the Borrower’s Board bBoard of Directors dDirectors and (iii) that immediately prior to and after giving effect to any Voluntary Discounted Prepayment, no Default or Event of Default shall have occurred and be continuing. (b) In connection with any Voluntary Discounted Prepayment, the Borrower shall notify the Term Loan Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Term Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $5,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Term Loans to be prepaid. (c) In connection with any Voluntary Discounted Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Term Loans at which such Term Loan Lender is willing to permit such Voluntary Discounted Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Term Loans specified by Term Loan Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Discounted Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Term Loan Lenders are insufficient to allow the Borrower to complete the Voluntary Discounted Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Term Loans (or the respective portions thereof) offered by Term Loan Lenders at the Acceptable Payment Percentages specified by each such Term Loan Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each Term Loan Lender to be prepaid equal to the product of the face amount, or par, of the Term Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.21(d)) would exceed the applicable Prepayment Amount for such Voluntary Discounted Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent). (d) All Term Loans prepaid by the Borrower pursuant to this Section 2.21 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (e) Each Voluntary Discounted Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Term Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Term Loan Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof. (f) Each Voluntary Discounted Prepayment shall constitute an optional prepayment of Term Loans for all purposes under this Agreement, including for purposes of Section 2.09(a). (g) Notwithstanding anything to the contrary in this Agreement, the Term Loan Lenders hereby consent to the transactions described in this Section 2.21 and further acknowledge that in connection with any Voluntary Discounted Prepayment, principal and interest payments may be made on a non-pro rata basis, as determined by the Prepayment Agent, to the applicable Term Loan Lenders. (h) This Section 2.21 shall not require the Borrower to undertake or any Term Loan Lender to participate in any Voluntary Discounted Prepayment.