Common use of Debt Repurchases Clause in Contracts

Debt Repurchases. (a) During all Unrestricted Periods, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Loans and Obligations or New Subordinated High Yield Indebtedness, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding, the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; (b) During Restricted Periods only, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness including, without limitation, the Loans and Obligations, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding: (i) the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; (ii) the Borrower may make prepayments or repurchases of Indebtedness as permitted in accordance with the terms of Section 7.19(c), and (iii) the Borrower may enter into any such transaction regarding the EPLLC Deemed Debt.

Debt Repurchases. (a) During all Unrestricted PeriodsThe Borrower and the Parent shall not, and shall not permit any Subsidiary, Excluded Subsidiary or other Affiliate to, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Loans and Obligations or New Subordinated High Yield Indebtedness, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding, the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; (b) During Restricted Periods only, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness including, without limitation, including the Loans and Obligations, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding, (a) The Parent may enter into any refinancing of Permitted Parent Indebtedness in accordance with the terms of §10.13 and the definition of Permitted Parent Indebtedness, (b) The Borrower may (i) prepay the Loans hereunder at par plus, if applicable, any premium and (ii) refinance Indebtedness permitted under §10.1(b), §10.1(c), §10.1(d), §10.1(f), §10.1(g), §10.1(h), §10.1(i) and §10.1(j) provided that such refinanced Indebtedness is otherwise permitted pursuant to §10.1, (c) Subject to the terms and conditions set forth herein and notwithstanding the definition of "Eligible Assignee" set forth herein, the Parent may purchase Tranche B Term Loans, but only pursuant to a Dutch Auction conducted subject to the terms of this Credit Agreement with the proceeds of the Tranche B Purchase Price and pursuant to the terms, and only upon satisfaction of each of the conditions, set forth below to the reasonable satisfaction of the Administrative Agent: (i) the Borrower may repay and prepay funds used to purchase the Loans hereunder at par Tranche B Term Loan shall be only that portion of the Net Cash Equity Issuance Proceeds received in connection with a permitted Equity Issuance by the Parent after the Second Amendment Effective Date that is (A) not subject to a mandatory prepayment in accordance with the terms of this Agreement§4.3., (B) not used to redeem or purchase any Parent Preferred Stock or Common Stock of the Parent, (C) not used by the Parent for any Investment, (D) not contributed, loaned or advanced to the Borrower, any Subsidiary or otherwise transferred out of the Parent and (E) otherwise not used by the Parent for any other purpose (such remaining portion of such Net Cash Equity Issuance Proceeds of the Parent, the "Tranche B Purchase Price"); (ii) simultaneously with any purchase of the Borrower may make prepayments or repurchases of Indebtedness Tranche B Term Loan by the Parent as permitted hereby, the Parent shall immediately cancel and forgive the Tranche B Term Loan so purchased and related Obligations acquired by the Parent in accordance with a manner reasonably satisfactory to the terms Administrative Agent and shall promptly (but in any event within two Business Days after any such purchase) deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent of Section 7.19(c), andthe cancellation of such Tranche B Term Loan and related Obligations; (iii) any purchase of the Tranche B Term Loan by the Parent as permitted hereby shall be consummated, and the cancellation or forgiveness of the Tranche B Term Loan so purchased and related Obligations acquired by the Parent as provided in clause (ii) above shall be completed, prior to 180 days after such Equity Issuance described in clause (i) above; (iv) no Default or Event of Default shall then be continuing or would arise as a result of such purchase; (v) notwithstanding anything herein or in any other Loan Document to the contrary, at no time shall the Parent be considered a "Lender" under the Credit Agreement or any other Loan Document for any purpose, which includes, without limitation, for the purpose of voting interests held by the Parent while holding such outstanding Tranche B Term Loans and related Obligations; and (vi) the Dutch Auction purchase shall be conducted pursuant to the following terms, conditions and methodology: (A) the Parent will notify Bank of America and the Administrative Agent in writing substantially in the form of Exhibit J hereto (a "Purchase Notice") (and the Administrative Agent will deliver such Purchase Notice to all of the Tranche B Lenders holding the Tranche B Term Loan) that Parent wishes to make an offer to purchase the Tranche B Term Loan in an aggregate purchase amount as is specified by the Parent (the "Purchase Amount") subject to a range or minimum discount to par expressed as a price or range of prices at which the Parent would consummate the purchase of a portion of the Tranche B Term Loan (the "Offer Price"); provided that (A) the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice; (B) at the time of delivery of the Purchase Notice to Bank of America and the Administrative Agent, no Default or Event of Default shall have occurred and be continuing or would result therefrom (which condition shall, in the case of a Purchase Notice delivered by the Parent, be certified by the Parent and the Borrower may enter into as being satisfied in such Purchase Notice); (C) the Purchase Amount specified in each Purchase Notice delivered by the Parent to Bank of America and the Administrative Agent shall not be less than $5,000,000 in the aggregate (or such lesser amount as is all of the remaining amount the Parent is permitted to use for the Dutch Auction pursuant to §10.16.(c)(i)); and (D) at no time shall the aggregate purchase price for all such purchases of the Tranche B Term Loan by the Parent in all Dutch Auctions exceed the Tranche B Purchase Price; (B) the Parent will allow each Tranche B Lender holding a Tranche B Term Loan to submit a notice of participation substantially in the form of Exhibit K (each, a "Return Bid") which shall specify (A) one or more discounts to par of such Tranche B Lender's Tranche B Term Loan expressed as a price (each, an "Acceptable Price") (but in no event will any such transaction regarding Acceptable Price be greater than the EPLLC Deemed Debthighest Offer Price specified in such Purchase Notice) and (B) the principal amount of such Tranche B Lender's Tranche B Term Loan at which such Tranche B Lender is willing to sell at each such Acceptable Price (the "Reply Amount"); (C) based on the Acceptable Prices and Reply Amounts of the Tranche B Term Loan as are specified by the Tranche B Lenders, Bank of America in consultation with the Parent will determine the applicable discount (the "Applicable Discount") which will be the lower of (A) the lowest Acceptable Price at which the Parent can complete the purchase for the entire Purchase Amount and (B) in the event that the aggregate Reply Amounts relating to such Purchase Notice are insufficient to allow the Parent to complete a purchase of the entire Purchase Amount, the highest Acceptable Price that is less than or equal to the Offer Price; (D) the Parent shall purchase the Tranche B Term Loan (or the respective portions thereof) from each Tranche B Lender with one or more Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount plus accrued and unpaid interest thereon through the date of such purchase (such Tranche B Term Loans being referred to as "Qualifying Loans" and such Tranche B Lenders being referred to as "Qualifying Lenders"), subject to clauses (E), (F) and (G) below; (E) the Parent shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount plus accrued and unpaid interest thereon through the date of such purchase; provided that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, each such purchase shall be allocated to, and pro-rated among, Qualifying Lenders with the lowest Acceptable Price first (based on the aggregate principal amounts of all such Qualifying Loans with the lowest Acceptable Price tendered by Qualified Lenders), and then among Qualifying Lenders with the Qualified Loans at the next-lowest Acceptable Price and continuing in that manner until fully allocated; (F) the purchase by the Parent of a portion of the Tranche B Term Loan shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the Parent) mutually acceptable to the Administrative Agent and the Parent (provided that such purchase of the Tranche B Term Loan by the Parent shall be required to be consummated no later than three (3) Business Days after the time that Return Bids are required to be submitted by the Tranche B Lenders pursuant to the applicable Purchase Notice); and (G) upon submission by a Tranche B Lender of a Return Bid, such Tranche B Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (E) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest thereon through the date of purchase to the Parent as provided herein.

Debt Repurchases. (a) During all Unrestricted PeriodsThe Borrower shall not, and shall not permit any Subsidiary, Credit Party or any Affiliate of any thereof to, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Loans and Obligations or New Subordinated High Yield Indebtedness, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding, the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; (b) During Restricted Periods only, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness includingincluding the Loans, without limitation, Obligations and the Nexstar Loans and Nexstar Obligations, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding: (a) (i) the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of Sections 2.05 and 2.06 of this Agreement; Agreement (subject to Section 8.01(n)) and (ii) Nexstar Borrower can prepay its Loans in accordance with the terms of the Nexstar Credit Agreement, (b) (i) the Nexstar Borrower can make the prepayments and/or extinguish debt permitted by Sections 7.16(b) and (c) of the terms of the Nexstar Credit Agreement and (ii) so long as (A) there exists no Default before or after giving effect to such transaction, (B) Liquidity after giving effect to any such use is not less than $10,000,000 on such date and (C) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying as to each of the foregoing (A) and (B) in detail reasonably acceptable to the Administrative Agent and demonstrating pro forma compliance with all provisions of Section 7.09 of the Nexstar Credit Agreement after giving effect to all such transactions, the Borrower may make prepayments extinguish all or repurchases any portion of the Unsecured Notes and 2010 Senior Second Lien Secured Notes using (1) available Excess Cash Flow of the Nexstar Borrower for each Fiscal Quarter of the Nexstar Borrower (and any Excess Cash Flow of the Nexstar Borrower up to the amount of the Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (a) of the definition thereof), (2) available Net Debt Proceeds of any Permitted Refinancing THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 121 Indebtedness incurred in accordance with Section 7.05(j), so long as permitted less than 90 days have passed since the Credit Party’s receipt of such Net Debt Proceeds (and any Net Debt Proceeds of any Permitted Refinancing Indebtedness up to the amount of the Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (b) of the definition thereof), (3) available Net Cash Proceeds of any Disposition to the extent that such proceeds are not required to prepay the Loans in accordance with the terms of Section 7.19(c2.06(b) (and any Net Cash Proceeds up to the amount of the Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (c) of the definition thereof), or (4) the proceeds of any Incremental Term Loans, (c) so long as there exists no Default before or after giving effect to such transaction, ABRY Lender may purchase Term B Loans from Lenders, provided that, notwithstanding the foregoing or any other provision in this Agreement or otherwise, (i) ABRY Lender shall only be permitted to own Term B Loans and shall never be entitled to own or control any Revolving Loans, (ii) ABRY Lender shall not, at any time, own and/or control Term B Loans which, when added to the Nexstar Term B Loans owned or controlled by ABRY Lender, equal or exceed 10% of the sum of (x) the aggregate amount of outstanding Term B Loans and (y) the aggregate amount of outstanding Nexstar Term B Loans, which percentage shall be calculated without taking into account any forgiveness or other cancellation of any of the Term B Loans or Nexstar Term B Loans purchased by the ABRY Lender, (iii) ABRY Lender shall not (A) be entitled to any voting rights (and shall not be afforded the protections of Section 11.01, individually or otherwise, and in each case ABRY Lender shall not be afforded any other voting, approval or consent privileges afforded Lenders in this Agreement or in any other Loan Document), and (B) be entitled to vote with respect to any amendments, waivers, supplements, consents or other modifications to this Agreement or any other Loan Document, (iv) the amount of any Term B Loans owned or controlled by ABRY Lender shall be excluded from any and each calculation of Majority Lenders, and actions to be taken that require the consent or approval of any Lender, Majority Lenders or Majority Revolver Lenders shall be consented to or approved by requisite Lenders excluding ABRY Lender, (v) ABRY Lender shall (A) not be entitled to any rights and privileges afforded each of the other Lenders with respect to Article IX and the other provisions of this Agreement, (B) shall release and hold harmless the Administrative Agent, L/C Issuer, each Lender, each Hedge Bank and each Cash Management Bank fully for its actions or inactions with respect to the Loans, the Borrower, the Mission Borrower or otherwise in connection with this Agreement and the Mission Credit Agreement, the other Loan Documents, the Mission Loan Documents and the transactions contemplated hereby and thereby and (C) until all Commitments, Letters of Credit, Nexstar Commitments and Nexstar Letters of Credit have terminated and all Obligations and Nexstar Obligations have been paid in full, subordinate any claim or other rights which it has against the Borrower and each Guarantor, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Borrower or any Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights, and (iiivi) ABRY Lender shall in all respects be treated as a participant and not Lender, except that ABRY Lender shall not be entitled to the voting rights afforded Participants under Section 11.06(d) and its consent or approval of any action or inaction shall not be solicited from ABRY Lender by the Administrative Agent, any Lender, any Affiliate thereof or the Borrower. (vii) In addition, and notwithstanding anything herein or in any other Loan Document or otherwise, (1) at any time that ABRY Lender is a Lender, ABRY Lender shall further waive the right to object or consent to actions approved (or opposed) by the Majority Lenders and/or the Majority Revolver Lenders, including, without limitation, actions taken in connection with any insolvency proceeding of the Borrower, the Nexstar Borrower or any subsidiary or parent of the Borrower may enter into or the Nexstar Borrower, matters pertaining to the use of cash collateral, post-petition financing, “363 sales”, relief from the automatic stay, adequate protection and the approval, support or opposition of any plan of reorganization, (2) no ABRY Lender that holds any Term B Loan hereunder shall be permitted to obtain confidential information provided or required to be provided to Lenders, any of their Affiliates, any Cash Management Bank or Hedge Bank, or otherwise or vote or attend or otherwise be present at meetings of Lenders or the Administrative Agent, or be entitled to communications, documentation and/or information (including without limitation, privileged information) among or between any of the following parties: the Administrative Agent, any Lender (except ABRY Lender), any Affiliate of any Lender (except ABRY Lender), legal counsel and other advisors to the Administrative Agent or any Lender (except ABRY Lender), the L/C Issuer, any Restructuring Advisor, any Hedge Bank, any Cash Management Bank, or any Affiliate of any of them, (3) ABRY Lender cannot be a Hedge Bank or Cash Management Bank or party to Secured Hedge Agreement or Secured Cash Management Agreement, and (4) no obligation of the Borrower, the Nexstar Borrower or any subsidiary or other Mission Entity or Nexstar Entity to pay any fees or other amounts (other than Term B Loans owned by ABRY Lender and accrued interest related thereto) shall be secured by the Collateral or included in the definition of “Obligations” in this Agreement or the Nexstar Credit Agreement. (viii) ABRY Lender shall be permitted to forgive or otherwise cancel Term B Loans held by the ABRY Lender, so long as in each case no consideration of any type (including but not limited to equity) is received by the ABRY Lender from any Person in connection with such forgiveness or other cancellation; provided that notwithstanding herein or in any Loan Document to the contrary, in no event shall any such transaction regarding forgiveness or cancellation result in the EPLLC Deemed DebtABRY Lender being permitted to purchase more Term B Loans than the ABRY Lender would have otherwise been permitted to purchase if such cancellation or forgiveness had not occurred.

Debt Repurchases. (a) During all Unrestricted PeriodsThe Borrower and the Parent shall not, and shall not permit any Subsidiary, Excluded Subsidiary or other Affiliate to, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Loans and Obligations or New Subordinated High Yield Indebtedness, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding, the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; (b) During Restricted Periods only, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause any of the foregoing or the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness including, without limitation, including the Loans and Obligations, nor shall the Borrower or the Parent permit any Subsidiary, Loan Party or any Affiliate to do any of the foregoing, provided that, notwithstanding the preceding:, (a) The Parent may enter into any refinancing of Permitted Parent Indebtedness in accordance with the terms of §10.13 and the definition of Permitted Parent Indebtedness, (b) The Borrower may (i) the Borrower may repay and prepay the Loans hereunder at par in accordance with the terms of this Agreement; Credit Agreement and (ii) refinance Indebtedness permitted under §10.1(b), §10.1(c), §10.1(d), §10.1(f), §10.1(g), §10.1(h), §10.1(i) and §10.1(j) provided that such refinanced Indebtedness is otherwise permitted pursuant to §10.1, (c) Subject to the Borrower terms and conditions set forth herein and notwithstanding the definition of “Eligible Assignee” set forth herein, the Parent may make prepayments or repurchases purchase Tranche B Term Loans, but only pursuant to a Dutch Auction conducted subject to the terms of Indebtedness as this Credit Agreement with the proceeds of the Tranche B Purchase Price and pursuant to the terms, and only upon satisfaction of each of the conditions, set forth below to the reasonable satisfaction of the Administrative Agent: (i) the funds used to purchase the Tranche B Term Loan shall be only that portion of the Net Cash Equity Issuance Proceeds received in connection with a permitted Equity Issuance by the Parent after the Second Amendment Effective Date that is (A) not subject to a mandatory prepayment in accordance with the terms of Section 7.19(c§4.3., (B) not used to redeem or purchase any Parent Preferred Stock or Common Stock of the Parent, (C) not used by the Parent for any Investment, (D) not contributed, loaned or advanced to the Borrower, any Subsidiary or otherwise transferred out of the Parent and (E) otherwise not used by the Parent for any other purpose (such remaining portion of such Net Cash Equity Issuance Proceeds of the Parent, the “Tranche B Purchase Price”); (ii) simultaneously with any purchase of the Tranche B Term Loan by the Parent as permitted hereby, andthe Parent shall immediately cancel and forgive the Tranche B Term Loan so purchased and related Obligations acquired by the Parent in a manner reasonably satisfactory to the Administrative Agent and shall promptly (but in any event within two Business Days after any such purchase) deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent of the cancellation of such Tranche B Term Loan and related Obligations; (iii) any purchase of the Tranche B Term Loan by the Parent as permitted hereby shall be consummated, and the cancellation or forgiveness of the Tranche B Term Loan so purchased and related Obligations acquired by the Parent as provided in clause (ii) above shall be completed, prior to 180 days after such Equity Issuance described in clause (i) above; (iv) no Default or Event of Default shall then be continuing or would arise as a result of such purchase; (v) notwithstanding anything herein or in any other Loan Document to the contrary, at no time shall the Parent be considered a “Lender” under the Credit Agreement or any other Loan Document for any purpose, which includes, without limitation, for the purpose of voting interests held by the Parent while holding such outstanding Tranche B Term Loans and related Obligations; and (vi) the Dutch Auction purchase shall be conducted pursuant to the following terms, conditions and methodology: (A) the Parent will notify Bank of America and the Administrative Agent in writing substantially in the form of Exhibit J hereto (a “Purchase Notice”) (and the Administrative Agent will deliver such Purchase Notice to all of the Tranche B Lenders holding the Tranche B Term Loan) that Parent wishes to make an offer to purchase the Tranche B Term Loan in an aggregate purchase amount as is specified by the Parent (the “Purchase Amount”) subject to a range or minimum discount to par expressed as a price or range of prices at which the Parent would consummate the purchase of a portion of the Tranche B Term Loan (the “Offer Price”); provided that (A) the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice; (B) at the time of delivery of the Purchase Notice to Bank of America and the Administrative Agent, no Default or Event of Default shall have occurred and be continuing or would result therefrom (which condition shall, in the case of a Purchase Notice delivered by the Parent, be certified by the Parent and the Borrower may enter into as being satisfied in such Purchase Notice); (C) the Purchase Amount specified in each Purchase Notice delivered by the Parent to Bank of America and the Administrative Agent shall not be less than $5,000,000 in the aggregate (or such lesser amount as is all of the remaining amount the Parent is permitted to use for the Dutch Auction pursuant to §10.16.(c)(i)); and (D) at no time shall the aggregate purchase price for all such purchases of the Tranche B Term Loan by the Parent in all Dutch Auctions exceed the Tranche B Purchase Price; (B) the Parent will allow each Tranche B Lender holding a Tranche B Term Loan to submit a notice of participation substantially in the form of Exhibit K (each, a “Return Bid”) which shall specify (A) one or more discounts to par of such Tranche B Lender’s Tranche B Term Loan expressed as a price (each, an “Acceptable Price”) (but in no event will any such transaction regarding Acceptable Price be greater than the EPLLC Deemed Debthighest Offer Price specified in such Purchase Notice) and (B) the principal amount of such Tranche B Lender’s Tranche B Term Loan at which such Tranche B Lender is willing to sell at each such Acceptable Price (the “Reply Amount”); (C) based on the Acceptable Prices and Reply Amounts of the Tranche B Term Loan as are specified by the Tranche B Lenders, Bank of America in consultation with the Parent will determine the applicable discount (the “Applicable Discount”) which will be the lower of (A) the lowest Acceptable Price at which the Parent can complete the purchase for the entire Purchase Amount and (B) in the event that the aggregate Reply Amounts relating to such Purchase Notice are insufficient to allow the Parent to complete a purchase of the entire Purchase Amount, the highest Acceptable Price that is less than or equal to the Offer Price; (D) the Parent shall purchase the Tranche B Term Loan (or the respective portions thereof) from each Tranche B Lender with one or more Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount plus accrued and unpaid interest thereon through the date of such purchase (such Tranche B Term Loans being referred to as “Qualifying Loans” and such Tranche B Lenders being referred to as “Qualifying Lenders”), subject to clauses (E), (F) and (G) below; (E) the Parent shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount plus accrued and unpaid interest thereon through the date of such purchase; provided that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, each such purchase shall be allocated to, and pro-rated among, Qualifying Lenders with the lowest Acceptable Price first (based on the aggregate principal amounts of all such Qualifying Loans with the lowest Acceptable Price tendered by Qualified Lenders), and then among Qualifying Lenders with the Qualified Loans at the next-lowest Acceptable Price and continuing in that manner until fully allocated; (F) the purchase by the Parent of a portion of the Tranche B Term Loan shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the Parent) mutually acceptable to the Administrative Agent and the Parent (provided that such purchase of the Tranche B Term Loan by the Parent shall be required to be consummated no later than three (3) Business Days after the time that Return Bids are required to be submitted by the Tranche B Lenders pursuant to the applicable Purchase Notice); and (G) upon submission by a Tranche B Lender of a Return Bid, such Tranche B Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (E) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest thereon through the date of purchase to the Parent as provided herein.