Common use of Prepayments; Application Clause in Contracts

Prepayments; Application. The Discounted Prepayment Offeror will prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.29) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror pursuant to this Section 2.29 will be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will be applied to reduce the remaining installments of Term Loans pro rata against all such scheduled installments (including, for the avoidance of doubt, the amount of scheduled installments owing to Lenders not prepaid pursuant to this Section 2.29). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The (A) With respect to Discounted Prepayment Offeror will Buybacks, the Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.291.7(d)) would exceed the Discounted Prepayment Buyback Amount for such Discounted PrepaymentBuyback, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). . (B) With respect to open market purchases, the Borrower shall prepay the agreed-upon principal amount of Term Loans (or the respective portion thereof) of the applicable Lender at the agreed-upon discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender). (C) The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 1.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.291.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted PrepaymentBuyback or upon consummation of the applicable open market purchase. Notwithstanding anything to the contrary contained herein, open market purchases are subject to the terms and conditions of Section 9.9 with respect to assignments (except that for the avoidance of doubt Borrower may be an assignee as set forth in this Section 1.7(d) and no consent shall be required).

Prepayments; Application. The Discounted Prepayment Offeror will Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Borrower Buyback Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Borrower Buyback Price (“Qualifying Term Loans”) at the Applicable Discount Borrower Buyback Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.29clause (j)) would exceed the Discounted Prepayment Borrower Buyback Amount for such Discounted PrepaymentBorrower Buyback, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Borrower Buyback Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative AgentRequisite Lenders). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will clause (j) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will clause (j) shall be applied to reduce the remaining installments of Term the Loans pro rata against all such scheduled installments owing to the applicable Lenders who have participated in the debt buyback as determined by Borrower (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.29clause (j). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will clause (j) shall be deemed immediately cancelled upon payment of the applicable Discounted PrepaymentApplicable Borrower Buyback Price.

Prepayments; Application. The Discounted Prepayment Offeror will Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.291.7(d)) would exceed the Discounted Prepayment Buyback Amount for such Discounted PrepaymentBuyback, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 1.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.291.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted PrepaymentBuyback.

Prepayments; Application. The Discounted Prepayment Offeror will prepay the Term Loans of the applicable tranche(s) Classes (or the respective portion thereof) accepted by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.292.25) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror pursuant to this Section 2.29 2.25 will be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 2.25 will be applied to reduce the remaining installments of Term Loans pro rata against all such scheduled installments (including, for the avoidance of doubt, the amount of scheduled installments owing to Lenders not prepaid pursuant to this Section 2.292.25). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 2.25 will be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The Discounted Prepayment Offeror will Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.292.7(d)) would exceed the Discounted Prepayment Buyback Amount for such Discounted PrepaymentBuyback, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 2.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 2.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.292.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 2.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted PrepaymentBuyback.

Prepayments; Application. The Discounted Prepayment Offeror will applicable Credit Party (or Subsidiary thereof) shall prepay the Term Loans of the applicable tranche(s) Loan (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided provided, that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.29subsection 1.8(d)) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will applicable Credit Party (or Subsidiary thereof) shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans Loan prepaid by the Discounted Prepayment Offeror applicable Credit Party (or Subsidiary thereof) pursuant to this Section 2.29 will subsection 1.8(d) 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. The par principal amount of the Term Loans Loan prepaid pursuant to this Section 2.29 will subsection 1.8(d) shall be applied to reduce the remaining installments of the respective Term Loans pro rata against all such scheduled installments Loan owing to the Lenders so prepaid in the manner set forth in subsection 1.9(g) with respect to mandatory prepayments (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.29subsection 1.8(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans Loan prepaid pursuant to this Section 2.29 will subsection 1.8(d) shall be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The Discounted Prepayment Offeror will If and to the extent the Borrower agrees to accept the offered loans at the Applicable Discount Price, the Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Term Lenders at the Acceptable Discount Prices specified by each such Term Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.291.7(d)) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 1.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Term Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Term Lenders not prepaid pursuant to this Section 2.291.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The Discounted Prepayment Offeror will prepay the Term Loans of the applicable tranche(s) Classes (or the respective portion thereof) accepted by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of such Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.292.25) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror pursuant to this Section 2.29 2.25 will be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 2.25 will be applied to reduce the remaining installments of Term Loans pro rata against all such scheduled installments (including, for the avoidance of doubt, the amount of scheduled installments owing to Lenders not prepaid pursuant to this Section 2.292.25). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 2.25 will be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The Discounted Prepayment Offeror will If and to the extent the Borrower agrees to accept the offered loans at the Applicable Discount Price, the Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.291.7(d)) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 1.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.291.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.

Prepayments; Application. The (A) With respect to Discounted Prepayment Offeror will Buybacks, the Borrower shall prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted offered by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.291.7(d)) would exceed the Discounted Prepayment Buyback Amount for such Discounted PrepaymentBuyback, the Discounted Prepayment Offeror will Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). . (B) With respect to open market purchases, the Borrower shall prepay the agreed-upon principal amount of Term Loans (or the respective portion thereof) of the applicable Lender at the agreed-upon discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender). (C) The portion of the Term Loans prepaid by the Discounted Prepayment Offeror Borrower pursuant to this Section 2.29 will 1.7(d) 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. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled installments based upon the respective amounts thereof (including, for the avoidance of doubt, without affecting the amount of scheduled installments the installment payments owing to the Lenders not prepaid pursuant to this Section 2.291.7(d). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice). The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will 1.7(d) shall be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.Buyback or upon consummation of the applicable open market purchase. Notwithstanding anything to the contrary contained herein, open market purchases are subject to the terms and conditions of Section 9.9 with respect to assignments (except that for the avoidance of doubt Borrower may be an assignee as set forth in this Section 1.7(d) and no consent shall be required)

Prepayments; Application. The Discounted Prepayment Offeror will prepay the Term Loans of the applicable tranche(s) (or the respective portion thereof) accepted by Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than (expressed as a percentage of par of the principal amount of Term Loans) the Applicable Discount Price (“Qualifying Term Loans”) at the Applicable Discount Price; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.29) would exceed the Discounted Prepayment Amount for such Discounted Prepayment, the Discounted Prepayment Offeror will prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). The portion of the Term Loans prepaid by the Discounted Prepayment Offeror pursuant to this Section 2.29 will be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will be applied to reduce the remaining installments of Term Loans pro rata against all such scheduled installments (including, for the avoidance of doubt, the amount of scheduled installments owing to Lenders not prepaid pursuant to this Section 2.29). The Administrative Agent will notify the Discounted Prepayment Offeror and the Lenders that received the applicable Discounted Prepayment Notice of the results of the offer promptly after completion of the determinations referred to above, and the Discounted Prepayment Offeror will make the Discounted Prepayment no later than 3 Business Days after receipt of such notice. The par principal amount of the Term Loans prepaid pursuant to this Section 2.29 will be deemed immediately cancelled upon payment of the applicable Discounted Prepayment.