Specified Refinancing Debt. On the Amendment No. 5 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof: (i) each Additional Lender severally agrees to make to the Borrower on the Amendment No. 5 Effective Date one or more 2024 Term B-2 Loans denominated in Dollars in an aggregate amount equal to such Additional Lender’s Additional 2024 Term B-2 Loan Commitment; (ii) each Consenting Lender severally agrees to convert up to all of its outstanding 2024 Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 5 Effective Date) into a like principal amount of 2024 Term B-2 Loans; (iii) the 2024 Term B-2 Loans made by each Additional Lender and the conversion of each Consenting Lender’s 2024 Term Loans to 2024 Term B-2 Loans on the Amendment No. 5 Effective Date shall be deemed to be incurred pursuant to a single Term Borrowing of 2024 Term B-2 Loans on the Amendment No. 5 Effective Date; (iv) on the Amendment No. 5 Effective Date, the Borrower shall prepay in full the 2024 Term Loans by (i) paying or causing to be paid to the Administrative Agent immediately available funds in an aggregate amount equal to the excess of (1) the 2024 Term Loan Prepayment Amount (as defined below), over (2) the 2024 Additional Replacement Term B-2 Loan Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”) and (ii) hereby directing the Administrative Agent to apply the gross cash proceeds of the 2024 Term B-2 Loans (the amount of such gross cash proceeds, the “2024 Additional Replacement Term B-2 Loan Funding Amount”), along with the Cash Prepayment Amount to prepay in full the 2024 Term Loans. The term “2024 Term Loan Prepayment Amount” shall mean the sum of (I) the aggregate principal amount of the 2024 Term Loans
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Specified Refinancing Debt. On the Amendment No. 5 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof: (i) each Additional Lender severally agrees to make to the Borrower on the Amendment No. 5 Effective Date one or more 2024 Term B-2 Loans denominated in Dollars in an aggregate amount equal to such Additional Lender’s Additional 2024 Term B-2 Loan Commitment; (ii) each Consenting Lender severally agrees to convert up to all of its outstanding 2024 Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 5 Effective Date) into a like principal amount of 2024 Term B-2 Loans; (iii) the 2024 Term B-2 Loans made by each Additional Lender and the conversion of each Consenting Lender’s 2024 Term Loans to 2024 Term B-2 Loans on the Amendment No. 5 Effective Date shall be deemed to be incurred pursuant to a single Term Borrowing of 2024 Term B-2 Loans on the Amendment No. 5 Effective Date; (iv) on the Amendment No. 5 Effective Date, the Borrower shall prepay in full the 2024 Term Loans by (i) paying or causing to be paid to the Administrative Agent immediately available funds in an aggregate amount equal to the excess of (1) the 2024 Term Loan Prepayment Amount (as defined below), over (2) the 2024 Additional Replacement Term B-2 Loan Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”) and (ii) hereby directing the Administrative Agent to apply the gross cash proceeds of the 2024 Term B-2 Loans (the amount of such gross cash proceeds, the “2024 Additional Replacement Term B-2 Loan Funding Amount”), along with the Cash Prepayment Amount to prepay in full the 2024 Term Loans. The term “2024 Term Loan Prepayment Amount” shall mean the sum of (I) the aggregate principal amount of the 2024 Term Loansshall
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Specified Refinancing Debt. On the Amendment No. 5 4 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof: (i) each Additional Lender severally agrees to make to the Borrower on the Amendment No. 5 4 Effective Date one or more 2024 Term B-2 Loans denominated in Dollars in an aggregate amount equal to such Additional Lender’s Additional 2024 Term B-2 Loan Commitment; (ii) each Consenting Lender severally agrees to convert up to all of its outstanding 2024 2023 Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 5 4 Effective Date) into a like principal amount of 2024 Term B-2 Loans; (iii) the 2024 Term B-2 Loans made by each Additional Lender and the conversion of each Consenting Lender’s 2024 2023 Term Loans to 2024 Term B-2 Loans on the Amendment No. 5 4 Effective Date shall be deemed to be incurred pursuant to a single Term Borrowing of 2024 Term B-2 Loans on the Amendment No. 5 4 Effective Date; (iv) on the Amendment No. 5 4 Effective Date, the Borrower shall prepay in full the 2024 2023 Term Loans by (i) paying or causing to be paid to the Administrative Agent immediately available funds in an aggregate amount equal to the excess of (1) the 2024 2023 Term Loan Prepayment Amount (as defined below), over (2) the 2024 Additional Replacement Term B-2 Loan Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”) and (ii) hereby directing the Administrative Agent to apply the gross cash proceeds of the 2024 Term B-2 Loans (the amount of such gross cash proceeds, the “2024 Additional Replacement Term B-2 Loan Funding Amount”), along with the Cash Prepayment Amount to prepay in full the 2024 2023 Term Loans. The term “2024 2023 Term Loan Prepayment Amount” shall mean the sum of (I) the aggregate principal amount of the 2023 Term Loans (other than 2023 Term Loans converted into 2024 Term LoansLoans pursuant to clause (ii) above) outstanding on the Amendment No. 4 Effective Date immediately before giving effect to this Amendment, plus (II) all accrued and unpaid interest on the 2023 Term Loans as of the Amendment No. 4 Effective Date; and (v) immediately upon the occurrence of the Amendment No. 4 Effective Date, the Administrative Agent will record the 2024 Term Loans made by each Lender in the Register.
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