Common use of Application of Mandatory Prepayments of Term Loans Clause in Contracts

Application of Mandatory Prepayments of Term Loans. to Tranche A Term Loans and Tranche B Term Loans and the Scheduled Installments of Principal Thereof. Except as provided in subsection 2.4D, any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, set forth in subsection 2.4A(i) or 2.4A(ii) that is unpaid at the time of such prepayment. Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Loans, so long as there are Tranche A Term Loans outstanding, Lenders of the Tranche B Term Loans may waive the right to receive the amount of such mandatory prepayment of the Tranche B Term Loans. If any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Loans of such Lender or Lenders shall be applied instead to the further prepayment of the Tranche A Term Loans and any amount remaining after such further prepayment of the Tranche A Term Loans may be retained by Company.

Application of Mandatory Prepayments of Term Loans. to Tranche A Term Loans and Tranche B Term Loans and the Scheduled Installments of Principal Thereof. Except as provided in subsection 2.4D, any Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with to reduce the respective outstanding principal amounts thereof) to each scheduled installment installments of principal of the Tranche A Term Loans or the and Tranche B Term Loans, as the case may be, Loans set forth in subsection 2.4A(i) or and 2.4A(ii) that is unpaid at the time in inverse order of such prepaymentmaturity. Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Loans, so long as there are if any Tranche A Term Loans outstandingare outstanding following application of the mandatory prepayment, Company may elect to offer the Lenders of the Tranche B Term Loans may the option to waive the right to receive the amount of such mandatory prepayment of such Tranche B Term Loans to the extent the amount of the outstanding Tranche A Term Loans equals or exceeds the amount of the prepayment of the Tranche B Term Loans. If any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Loans of such Lender or Lenders shall be applied instead to the further prepayment of the Tranche A Term Loans and any amount remaining after such further prepayment of the Tranche A Term Loans may be retained by CompanyLoans.

Application of Mandatory Prepayments of Term Loans. to Tranche A Term Loans and Tranche B Term Loans and the Scheduled Installments of Principal Thereof. Except as provided in subsection 2.4D, any . (1) Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii2.4B(iii)(a)-(e) shall be applied to prepay the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof; provided that, in the case of any such mandatory prepayment of the Xxxxxxx X Term Loans with respect to which Company has given Administrative Agent written notification, prior to Administrative 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"), Administrative 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 Lenders of such Waivable Mandatory Prepayment three Business Days prior to the payment to Administrative Agent of such Waivable Mandatory Prepayment (it being understood that Company shall have no liability for failing to so notify Tranche B Term Lenders). In the event any Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Mandatory Prepayment, (A) such Lender shall so advise Administrative Agent in writing (or by telephone with written confirmation) no later than the close of business on the date it receives such notice from Administrative Agent and (B) upon application of such proceeds from such Lender, (I) Administrative Agent shall apply 50% of the amount so waived by such Lender to prepay the Tranche A Term Loans and to reduce the unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) on a pro rata basis and (II) in the case of amounts so waived prior to payment to Administrative Agent, Company shall retain the remainder of the amount so waived and in the case of amounts so waived after payment to Administrative Agent, Administrative Agent shall return the remainder of the amount so waived by such Lender to Company. Any amounts so waived by any Tranche B Term Lender thereupon shall be scheduled to be paid to such Lender on September 30, 2004, and, if not paid prior to such date, shall be paid on such date as required by the second proviso of subsection 2.4A(ii). (2) Any mandatory prepayments applied to the Tranche A Term Loans or the Tranche B Term Loans pursuant to subsection 2.4B(iv)(c)(1) shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to reduce each scheduled installment of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, set forth in subsection 2.4A(i) or 2.4A(ii) that is unpaid at the time of such prepayment. Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Loans, so long as there are Tranche A Term Loans outstanding, Lenders of the Tranche B Term Loans may waive the right to receive the amount of such mandatory prepayment of the Tranche B Term Loans. If any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Loans of such Lender or Lenders shall be applied instead to the further prepayment of the Tranche A Term Loans and any amount remaining after such further prepayment of the Tranche A Term Loans may be retained by Company.

Application of Mandatory Prepayments of Term Loans. to Tranche A Term Loans and Tranche B Term Loans and the Scheduled Installments of Principal Thereof. Except as provided in subsection 2.4D, any Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied to reduce the scheduled installments of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, set forth in subsection 2.4A(i) or 2.4A(ii), respectively, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, set forth in subsection 2.4A(i) or 2.4A(ii) ), respectively, that is unpaid at the time of such prepayment. Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Loans, so long as there are Tranche A Term Loans outstanding, Administrative Agent shall notify the Lenders of the Tranche B Term Loans may of such mandatory prepayment and each such Lender shall have the option to waive the right to receive the amount of such mandatory prepayment of the Tranche B Term Loans. If any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all 50% of the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Loans of such Lender or Lenders shall be applied instead to the further prepayment of the Tranche A Term Loans and to the extent any amount remaining after such further prepayment of the Tranche A Term Loans may be retained by Companyare then outstanding.