Common use of Application of Mandatory Prepayments of Term Loans by Order of Maturity Clause in Contracts

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i) and 2.4A(iii) in inverse order of maturity. In the case of any such mandatory prepayment of the Tranche B Term Loans with respect to which Company has given Agent written notification, prior to Agent's receipt of such mandatory prepayment, that Company has elected to give each Lender of Tranche B Term Loans the option to waive their rights to receive such prepayment (a "WAIVABLE MANDATORY PREPAYMENT"), Agent shall, upon receipt of such Waivable Mandatory Prepayment, notify each Lender of Tranche B Term Loans of such receipt and of the amount of such Waivable Mandatory Prepayment to be applied to such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by Company, PROVIDED FURTHER that Company shall use its reasonable efforts to notify Tranche B Term Loan Lenders of such Waivable Mandatory Prepayment three Business Days prior to the payment to Agent of such Waivable Mandatory Prepayment (it being understood that Company shall have no liability for failing to so notify Tranche B Term Loan Lenders). In the event any Tranche B Term Loan Lender desires to waive such Lender's right to receive such Waivable Mandatory Prepayment, (A) such Lender shall so advise Agent in writing no later than the close of business on the date it receives such notice from Administrative Agent and (B) upon receipt of such written advice from such Lender, Agent shall apply 100% of the amount so waived by such Lender to prepay the Domestic Term Loans on a pro rata basis to the full extent thereof.

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to each Type of Term Loan on a pro rata basis, (y) in the case of any mandatory prepayments to be applied to the Tranche A Term Loans from Selected Asset Proceeds pursuant to clause (A) of subsection 2.4B(iii)(a) or from Initial Net Debt Proceeds pursuant to clause (1) of subsection 2.4B(iii)(b), to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) in forward order of maturity for up to the immediately succeeding twelve-month period, and (z) in the case of any mandatory prepayments to be applied to the Tranche A Term Loans from the proceeds of the Tranche E Term Loans, the Tranche F Term Loans and the Tranche G Term Loans pursuant to the second sentence of subsection 2.4B(iii)(b), to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) in forward order of maturity, and in the case of all other mandatory prepayments, to reduce the unpaid scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i2.4A(i)-(vii) and 2.4A(iii) on a pro rata basis; provided that, in inverse order of maturity. In the case of any such mandatory prepayment of Term Loans other than the Tranche B A Term Loans Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification, notification prior to Agent's such receipt of such mandatory prepayment, that Company has elected to give each Lender of Tranche B such Term Loans Lenders the option right to waive their rights such Lenders' right to receive such prepayment (a the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall, upon receipt of shall notify such Waivable Mandatory Prepayment, notify each Lender of Tranche B Term Loans Lenders of such receipt and of the amount of such Waivable Mandatory Prepayment the prepayment to be applied to each such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by Company, PROVIDED FURTHER Loans; provided still further that Company shall use its reasonable efforts to notify Tranche B such Term Loan Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayment Prepayments (it being understood that Company shall have no liability liabilities for failing to so notify Tranche B Term Loan such Lenders). In the event any Tranche B such Term Loan Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, (A) such Lender shall so advise Agent in writing no later than the close of business on the date it receives of such notice from Administrative Agent and (B) upon receipt of Agent. In the event that any such written advice from Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply 10050% of the amount so waived by such Lender to prepay the Domestic Tranche A Term Loans and to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) on a pro rata basis basis. Agent shall return the remainder of the amount so waived by such Lender to the full extent thereofCompany."; and

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to each Type of Term Loan on a pro rata basis, (y) in the case of any mandatory prepayments to be applied to the Tranche A Term Loans, to reduce the unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) in forward order of maturity for up to the immediately succeeding twelve-month period, and (z) to reduce the unpaid scheduled installments of principal of the Tranche B Term Loans and the unpaid scheduled installments of principal of the Tranche A Term Loans (after giving effect to clause (y) above) set forth in subsections 2.4A(i) and 2.4A(iii2.4A(ii) on a pro rata basis; provided that in inverse order of maturity. In the case of any such mandatory prepayment of the Tranche B Term Loans Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification, notification prior to Agent's such receipt of such mandatory prepayment, that Company has elected to give each Lender of such Tranche B Term Loans Lenders the option right to waive their rights such Lenders' right to receive such prepayment (a the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall, upon receipt of shall notify such Waivable Mandatory Prepayment, notify each Lender of Tranche B Term Loans Lenders of such receipt and of the amount of such Waivable Mandatory Prepayment the prepayment to be applied to each such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by Company, PROVIDED FURTHER Loans; provided still 68 further that Company shall use its reasonable efforts to notify such Tranche B Term Loan Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayment Prepayments (it being understood that Company shall have no liability liabilities for failing to so notify Tranche B Term Loan such Lenders). In the event any such Tranche B Term Loan Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, (A) such Lender shall so advise Agent in writing no later than the close of business on the date it receives of such notice from Administrative Agent and (B) upon receipt of Agent. In the event that any such written advice from Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply 10050% of the amount so waived by such Lender to prepay the Domestic Tranche A Term Loans and to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) on a pro rata basis basis. Agent shall return the remainder of the amount so waived by such Lender to the full extent thereofCompany.

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans on a pro rata basis and (y) to reduce the unpaid scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iii2.4A(iv) on a pro rata basis; provided that, at Company's election, mandatory prepayments of the Tranche A Term Loans made with Net Asset Sale Proceeds from California Asset Sales (other than Asset Sales of Related Assets) in inverse excess of the first $33,800,000 received may be applied to reduce the unpaid scheduled 73 81 installments of principal of the Tranche A Term Loans in forward order of maturity. In maturity up to a maximum aggregate reduction for all such future scheduled installments of $50,000,000 at any time; provided, further that, in the case of any such mandatory prepayment of the Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification, notification prior to Agent's such receipt of such mandatory prepayment, that Company has elected to give each Lender of the Tranche B Term Loans Lenders, the option Tranche C Term Lenders and the Tranche D Term Lenders the right to waive their rights such Lenders' right to receive such prepayment (a the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall, upon receipt of such Waivable Mandatory Prepayment, shall notify each Lender of the Tranche B Term Loans Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such receipt and of the amount of such Waivable Mandatory Prepayment the prepayment to be applied to each such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by CompanyLoans; provided, PROVIDED FURTHER still further that Company shall use its reasonable efforts to notify the Tranche B Term Loan Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayment Prepayments (it being understood that Company shall have no liability liabilities for failing to so notify Tranche B Term Loan such Lenders). In the event any such Tranche B Term Loan Lender, Tranche C Term Lender or Tranche D Term Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, (A) such Lender shall so advise Agent in writing no later than the close of business on the date it receives of such notice from Administrative Agent and (B) upon receipt of Agent. In the event that any such written advice from Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply (i) 100% of amount so waived constituting Net Asset Sale Proceeds received from the sale of any Excess California Land or California Stores and (ii) 50% of any other amount so waived, to prepay the Tranche A Term Loans. Agent shall return the remainder of the amount so waived waived, if any, by such Lender to prepay the Domestic Term Loans on a pro rata basis to the full extent thereofCompany.

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis; (y) to reduce the unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) due in the 24-month period immediately succeeding such mandatory prepayment in forward order; and (z) to reduce the unpaid scheduled installments of principal of the Tranche B Term Loans and the unpaid scheduled installments of principal of the Tranche A Term Loans (after giving effect to clause (y) above) set forth in subsections 2.4A(i) and 2.4A(iii2.4A(ii) on a pro rata basis; provided that, in inverse order of maturity. In the case of any such mandatory prepayment of the Tranche B Term Loans upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Administrative Agent written notification, notification prior to Agent's such receipt of such mandatory prepayment, that Company has elected to give each Lender of the Tranche B Term Loans Lenders the option right to waive their rights such Lenders' right to receive such prepayment (a the "WAIVABLE MANDATORY PREPAYMENT"), Administrative Agent shall, upon receipt of such Waivable Mandatory Prepayment, shall notify each Lender of the Tranche B Term Loans Lenders of such receipt and of the amount of such Waivable Mandatory Prepayment the prepayment to be applied to each such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by CompanyLoans; provided, PROVIDED FURTHER further that Company shall use its reasonable efforts to notify the Tranche B Term Loan Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Administrative Agent of such Waivable Mandatory Prepayment Prepayments (it being understood that Company shall have no liability liabilities for failing to so notify Tranche B Term Loan such Lenders). In the event any such Tranche B Term Loan Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, (A) such Lender shall so advise Administrative Agent in writing no later than the close of business on the date it receives of such notice from Administrative Agent and (B) upon receipt of Agent. In the event that any such written advice from Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Administrative Agent shall apply 10050% of the amount so waived to prepay the Tranche A Term Loans. Administrative Agent shall return the remainder of the amount so waived, if any, by such Lender to prepay the Domestic Term Loans on a pro rata basis to the full extent thereofCompany.