Common use of Application of Certain Prepayments Clause in Contracts

Application of Certain Prepayments. Any prepayments made by ---------------------------------- Borrower pursuant to clauses (a)(i), (b)(ii), (b)(iii) and (b)(iv) above shall --------------------------------------------- be applied as follows: first, to Fees and reimbursable expenses of Agent then ----- due and payable pursuant to any of the Loan Documents; second, to interest then ------ due and payable on the Term Loan; third, to prepay the principal installments of ----- the Term Loan in inverse order of maturity, until the Term Loan shall have been repaid in full; fourth, to interest then due and payable on the Swing Line Loan; ------ fifth, to the principal balance of the Swing Line Loan until the same has been ----- repaid in full; sixth, to interest then due and payable on the Revolving Credit ----- Advances; seventh, to the outstanding principal balance of Revolving Credit ------- Advances until the same has been paid in full; and eighth, to any Letter of ------ Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash ------- collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing ------- Line Commitment shall be permanently reduced by the amount of any such prepayments, except to the extent that the failure to reduce such Commitments would result in a contractual requirement that any portion of that prepayment amount be applied to repurchase or prepay Subordinated Debt.

Application of Certain Prepayments. (i) Any prepayments made by ---------------------------------- Borrower pursuant to clauses (a)(i), (b)(iib)(iii), (b)(iii) and (b)(iv) above shall --------------------------------------------- be applied as follows: first, to Fees and reimbursable expenses of Agent Agents then ----- due and payable pursuant to any of the Loan Documents; second, to interest then ------ due and payable on Term Loan A, Term Loan B and the Term IP Loan, pro rata; third, to prepay the scheduled principal installments of ----- the Term Loan A, Term Loan B and the IP Loan, pro rata, in inverse order of maturity, until Term Loan A, Term Loan B and the Term IP Loan shall have been repaid prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; ------ fifth, to the principal balance of the Swing Line Loan until the same has been ----- repaid in full; sixth, to interest then due and payable on the Revolving Credit ----- Advances; seventh, to the outstanding principal balance of Revolving Credit ------- Advances until the same has been paid in full; and eighth, to any Letter of ------ Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash ------- collateralized in the manner set forth in Annex B. B; ninth, to interest then due and payable on Term Loan C; and tenth to prepay the scheduled principal installments of Term Loan C in inverse order of maturity. Neither the Revolving Loan Commitment nor the Swing ------- Line Commitment shall be permanently reduced by the amount of any such prepayments. If any holder of a Term Loan A Commitment declines receipt of its Pro Rata Share of any mandatory prepayment, except that portion of the prepayment shall be reallocated, pro rata, to the extent other Term Loan A Commitments. Similarly, if any holder of a Term Loan B Commitment declines receipt of its Pro Rata Share of any mandatory prepayment, that portion of the failure prepayment shall be reallocated, pro rata, to reduce such the other Term Loan B Commitments, and if any holder of an IP Loan Commitment declines receipt of its Pro Rata Share of any mandatory prepayment, that portion of the prepayment shall be reallocated pro rata to the other IP Loan Commitments. If all of the holders of Term Loan A Commitments, Term Loan B Commitments would result and the IP Loan Commitments decline receipt of their Pro Rata Shares of any mandatory prepayment, that mandatory prepayment shall be applied in payment of the Obligations in a contractual requirement manner acceptable to all Lenders. (ii) Any prepayments made by Borrower pursuant to clause (b)(ii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on Term Loans A and B, pro rata; third, to prepay the scheduled principal installments of Term Loan A and Term Loan B, pro rata, in inverse order of maturity, until Term Loan A and Term Loan B shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; fifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; sixth, to interest then due and payable on the Revolving Credit Advances; seventh, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; ninth, to interest then due and payable on the IP Loan; tenth, to prepay scheduled installments on the IP Loan in inverse order of maturity; eleventh, to interest then due and payable on Term Loan C; and twelfth to prepay the scheduled principal installments of Term Loan C in inverse order of maturity. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. If any holder of a Term Loan A Commitment declines receipt of its Pro Rata Share of any mandatory prepayment, that any portion of the prepayment shall be reallocated, pro rata, to the other Term Loan A Commitments. Similarly, if any holder of a Term Loan B Commitment declines receipt of its Pro Rata Share of any mandatory prepayment, that portion of the prepayment amount shall be reallocated, pro rata, to the other Term Loan B Commitments. If all of the holders of Term Loan A Commitments and Term Loan B Commitments decline receipt of their Pro Rata Shares of any mandatory prepayment, that mandatory prepayment shall be applied in payment of the Obligations in a manner acceptable to repurchase or prepay Subordinated Debtall Lenders.

Application of Certain Prepayments. Any prepayments Prepayments of the ---------------------------------- Revolving Facility made by ---------------------------------- Borrower pursuant to clauses (a)(iSections 2.05(b)(ii), (b)(iiiii), (b)(iiiiv), (v) and (b)(ivvi) above shall --------------------------------------------- be first applied as follows: first, to Fees and reimbursable expenses of Agent then ----- due and payable pursuant to any of the Loan Documents; second, to interest then ------ due and payable on the Term Loan; third, to prepay the principal installments of L/C Advances then outstanding ----- the Term Loan in inverse order of maturity, until the Term Loan shall have been repaid in full; fourth, to interest then due and payable on the Swing Line Loan; ------ fifth, to the principal balance of the Swing Line Loan until the same has been ----- repaid in full; sixth, to interest then due and payable on the Revolving Credit ----- Advances; seventh, to the outstanding principal balance of Revolving Credit ------- such Advances until the same has been are paid in full; , second applied to prepay Revolving ------ Advances then outstanding (ratably in accordance with the respective principal amounts of each such Advance) until such Advances are paid in full, and eighth, to any Letter of ------ Credit Obligations, to provide cash collateral therefor third deposited in the manner set forth in Annex B, until all such Letter L/C Cash Collateral Account to cash ----- collateralize 100% of the aggregate Available Amount of the Letters of Credit Obligations have been fully cash ------- collateralized then outstanding; and, in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing ------- Line Commitment shall be permanently reduced by the amount case of any such prepayments, except the amount remaining (if any) after the prepayment in full of the L/C Advances and Revolving Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the extent that "Reduction Amount") may be ---------------- retained by the failure to reduce Borrower and the Revolving Facility shall be permanently reduced as set forth in Section 2.04(b). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such Commitments would result in a contractual requirement that any portion of that prepayment amount funds shall be applied to repurchase reimburse the applicable Issuing Bank or prepay Subordinated Debtthe Revolving Lenders, as applicable." (k) Section 2.07 is amended by adding thereto a new section 2.07(d) to read as follows: