Common use of Application of Mandatory Payments Clause in Contracts

Application of Mandatory Payments. (i) Each prepayment pursuant to subsections (c)(i), (c)(ii) and (c)(iii) above shall be distributed ratably to each Lender in accordance with its Pro Rata Share of the Term Loan. Each such prepayment shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis. (ii) Each prepayment pursuant to subsection (c)(v) above with respect to a Dividend Prepayment Event shall be distributed ratably to each Lender electing to receive such payment in accordance with its Pro Rata Share of the Term Loan. Each such prepayment under subsection (c)(v) above shall be applied against all remaining installments of principal of the Term Loan on a pro rata basis and shall be distributed to each Lender (other than, with respect to any Dividend Prepayment Amount, any Lender that does not accept a Dividend Prepayment Event Offer with respect to such Dividend Prepayment Amount in accordance with Section 2.05(c)(v)). (iii) Each prepayment pursuant to subsection (c)(vi) above with respect to a Parent Change of Control Event shall be in an amount sufficient to prepay each Lender’s portion of the Term Loan (other than any Lender which elects not to receive such prepayment in full), accrued and unpaid interest thereon and all other Secured Obligations owing to such Lenders; provided, that if any Lender elects to forego a portion of such prepayment, then any amount prepaid pursuant to Section 2.05(c)(vi) shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis.

Application of Mandatory Payments. (i) Each prepayment pursuant to subsections (c)(ic)(i)(B), (c)(ii) and (c)(iii) above shall be distributed made ratably to each Lender in accordance with its Pro Rata Share of the Term Loan. Each such prepayment shall be applied (i) against the installments of principal scheduled to be due on the eight Scheduled Repayment Dates immediately following such prepayment, in the direct order of maturity, and (ii) thereafter, against all remaining installments of principal due on the Term Loan on a pro rata basis. (ii) Each prepayment pursuant to subsection subsections (c)(i)(A) and (c)(v) above with respect to a an MLP Dividend Prepayment Event shall be distributed made ratably to each Lender electing to receive such payment in accordance with its Pro Rata Share of the Term Loan, and each prepayment pursuant to subsection (c)(v) above with respect to an Excess Dividend Prepayment Event shall be in the amount of 33.33% of such Dividend Prepayment Amount to the extent such Lender has accepted, or is deemed to have accepted, such Dividend Prepayment Event Offer. Each such prepayment under subsection subsections (c)(i)(A) and (c)(v) above shall be applied against all remaining installments of principal of due on the Term Loan on a pro rata basis in the inverse order of maturity and shall be distributed made to each Lender (other than, with respect to any Dividend Prepayment Amount, any Lender that does not accept a Dividend Prepayment Event Offer with respect to such Dividend Prepayment Amount in accordance with Section 2.05(c)(v))) in accordance with (x) each prepayment pursuant to subsection (c)(i)(A) and (c)(v) above with respect to an MLP Dividend Prepayment Event, in accordance with its Pro Rata Share of the Term Loan and (y) with respect to each prepayment pursuant to subsection (c)(v) above with respect to an Excess Dividend Prepayment Event, in the amount of 33.33% of such Dividend Prepayment Amount. (iii) Each prepayment pursuant to subsection (c)(vi) above with respect to a Parent Change of Control Event shall be made to each Lender in an amount sufficient necessary to prepay each repay all principal due on such Lender’s portion of the 's Term Loan (other than any Lender which elects not to receive such prepayment in full)Loan, together with all accrued and unpaid interest thereon and all other Secured Obligations owing to such Lenders; providedLender. 5. Third Amendment Fee, that if any Lender elects Section 2.06. Section 2.06 of the Financing Agreement is hereby amended by adding a new subsection (c), to forego a portion of such prepayment, then any amount prepaid pursuant to Section 2.05(c)(vi) shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis.read in its entirety as follows:

Application of Mandatory Payments. (i) Each prepayment pursuant to subsections (c)(i), (c)(ii) and (c)(iii) above shall be distributed made ratably to each Lender in accordance with its Pro Rata Share of the Term Loan. Each such prepayment shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis. (ii) Each prepayment pursuant to subsection (c)(v) above with respect to a Dividend Prepayment Event shall be distributed made ratably to each Lender electing to receive such payment in accordance with its Pro Rata Share of the Term Loan. Each such prepayment under subsection (c)(v) above shall be applied against all remaining installments of principal of the Term Loan on a pro rata basis in the inverse order of maturity and shall be distributed made to each Lender (other than, with respect to any Dividend Prepayment Amount, any Lender that does not accept a Dividend Prepayment Event Offer with respect to such Dividend Prepayment Amount in accordance with Section 2.05(c)(v)). (iii) Each prepayment pursuant to subsection (c)(vi) above with respect to a Parent Change of Control Event shall be in an amount sufficient to prepay each Lender’s 's portion of the Term Loan (other than any Lender which elects not to receive such prepayment in full), accrued and unpaid interest thereon and all other Secured Obligations owing to such Lenders; provided, that if any Lender elects to forego a portion of such prepayment, then any amount prepaid pursuant to Section 2.05(c)(vi) shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis.