Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13[[Borrower:Organization]] 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 thereof 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 2.05(e[[Borrower:Organization]];

Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13[[Borrower:Organization]] 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 thereof 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 2.05(e[[Borrower:Organization]]; provided that # no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, # any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, # no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, # no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and # the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower # stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e[[Borrower:Organization]] has been satisfied and # specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

Notwithstanding anything to the contrary set forth in this Agreement (including [Section 2.13][[Borrower:Organization]] 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 thereof 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 2.05(e[[Borrower:Organization]]; provided that # no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, # any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, # no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, # no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and # the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower # stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e[[Borrower:Organization]] has been satisfied and # specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

Notwithstanding anything to the contrary contained in this Agreement (including [Section 2.05(a)], [Section 2.12(a)] or [Section 2.13]), the Borrower shall have the right at any time and from time to time to prepay the Term Loans at a discount to the par value of the applicable Term Loan and on a non pro rata basis (each a “Discounted Optional Prepayment”); provided that

Notwithstanding anything to the contrary contained in this Agreement (including [Section 2.05(a)], Section 2.12(a) or Section 2.13), the Borrower shall have the right at any time and from time to time to prepay the Term Loans at a discount to the par value of the applicable Term Loan and on a non pro rata basis (each a “Discounted Optional Prepayment”); provided that

Notwithstanding anything to the contrary set forth in this Agreement (including [Section 2.13][[WXXA Borrower:Organization]] 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 thereof 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 2.05(e[[WXXA Borrower:Organization]]; provided that # no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, # any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, # no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, # no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and # the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower # stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e[[WXXA Borrower:Organization]] has been satisfied and # specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this [Section 2.05(1)(e)] and without premium or penalty.

(i[[Borrower:Organization]] Notwithstanding anything to the contrary in [Section 2.05([[Borrower:Organization]]), 2.12([[Borrower:Organization]]) or 2.13]3]3] (which provisions shall not be applicable to this Section 2.05(c[[Borrower:Organization]]), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans of any Class 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 2.05(c[[Borrower:Organization]]; provided that # no Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving Credit Loan or Swing Line Loan, # immediately after giving effect to any Discounted Voluntary Prepayment, the sum of # the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus # the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $50,000,000, # any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of the specified Class on a pro rata basis, # such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that # no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment[[Borrower:Organization]], # each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(c[[Borrower:Organization]] has been satisfied, # such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that either # 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[[Borrower:Organization]] prior to such time or # if not disclosed to the Lenders, 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.

Notwithstanding anything to the contrary contained herein (including the provisions of [Sections 2.05(a)(i), 2.05(c)(i)(A), 2.12(a) and 2.13]3]3]3]), voluntary prepayments may be made on any Term Loan selected by the Borrower on a non-pro rata basis to the Lenders in respect of such Term Loan at a discount to par value by purchase as provided herein; provided that