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. Any Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments pursuant to Section 2.8(c), 2.8(d) or 2.8(e) shall be applied first to prepay the next eight installments of each such Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment, fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 8.4 42 and the remainder, if any, shall be for the account of and paid to whoever may be lawfully entitled thereto. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made by ---------------------------------- Borrower pursuant to clauses (a)(ic), (b)(ii), (b)(iiid) and (b)(ive) above of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall --------------------------------------------- be applied as follows: first, to Fees and reimbursable expenses of Agent then ----- due and payable pursuant to any specify the principal amount of the Loan Documents; second, mandatory prepayment of Term Loans to interest then ------ due and payable on be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loan; thirdLoans to be rejected, to prepay any such failure will be deemed an acceptance of the principal installments total amount of ----- such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by Borrower and will, if so retained by Borrower, constitute a portion 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; ------ fifthAvailable Amount, to the principal balance extent provided in clause (x)(iv) of the Swing Line Loan until definition of Available Amount. To the same has been ----- repaid in full; sixthextent permitted by the foregoing sentence, 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, amounts prepaid shall be applied first to any Letter of ------ Credit ObligationsBase Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrowers shall pay any amounts required pursuant 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 DebtSection 11.4 hereof.

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 that any portion of that prepayment amount be applied manner acceptable to repurchase or prepay Subordinated Debtall Lenders.