Common use of Application of Mandatory Prepayments; Prepayment Premium Clause in Contracts

Application of Mandatory Prepayments; Prepayment Premium. All mandatory prepayments made pursuant to Section 2.3(b) and not waived pursuant to Section 2.3(d) shall be made to the Agent, for the account of the Holders, and shall be applied, first, on a pro rata basis with respect to the outstanding US Term Notes and UK Term Notes (or in such other manner in respect of the outstanding US Term Notes and UK Term Notes as shall be determined by the Agent with the consent of the Required US Term Note Lenders (which consent may be in the form of an email to Agent)), and second, to the outstanding Fourth Tranche US Last Out Term Notes; provided, that notwithstanding the foregoing to the contrary, any mandatory prepayment made pursuant to Section 2.3(b)(iii) with the net cash proceeds from a Public Offering shall solely be applied to the outstanding UK Term Notes and Fourth Tranche US Last Out Term Notes in the manner directed by Borrower Representative (or, in the absence of such direction, first to the outstanding UK Term Notes and second, to the outstanding Fourth Tranche US Last Out Term Notes) (for the avoidance of doubt, net cash proceeds from a Public Offering required to be applied [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED as mandatory prepayment pursuant to Section 2.3(b)(iii) shall not be applied to the US Term Notes). Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi)), the US Term Note Commitment (in the case of a mandatory prepayment applied to the US Term Notes), the UK Term Note Commitment (in the case of a mandatory prepayment applied to the UK Term Notes) and the Fourth Tranche US Last Out Term Note Commitment (in the case of a mandatory prepayment applied to the Fourth Tranche US Last Out Term Notes), as applicable, of each Lender shall, at the election of Agent to be given to Borrower Representative within five (5) Business Days after receipt of such mandatory prepayment (or automatically upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d)), permanently be reduced by the amount of such prepayment and (ii) Section 2.3(b) (other than in accordance with Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi))), the Borrowers shall also pay to the Agent, for the ratable benefit of the applicable Holders, the Prepayment Premium in respect of the Notes repaid or redeemed in connection with such mandatory prepayment.

Application of Mandatory Prepayments; Prepayment Premium. All mandatory prepayments made pursuant to Section 2.3(b) and not waived pursuant to Section 2.3(d) shall be made to the Agent, for the account of the Holders, and shall be applied, first, on a pro rata basis with respect to the outstanding US Term Notes and UK Term Notes (or in such other manner in respect of the outstanding US Term Notes and UK Term Notes as shall be determined by the Agent with the consent of the Required US Term Note Lenders (which consent may be in the form of an email to Agent)), and second, to the outstanding Fourth Tranche US Last Out Term Notes; provided, that notwithstanding the foregoing to the contrary, any mandatory prepayment made pursuant to Section 2.3(b)(iii) with the net cash proceeds from a Public Offering shall solely be applied to the outstanding UK Term Notes and Fourth Tranche US Last Out Term Notes in the manner directed by Borrower Representative (or, in the absence of such direction, first to the outstanding UK Term Notes and second, to the outstanding Fourth Tranche US Last Out Term Notes) (for the avoidance of doubt, net cash proceeds from a Public Offering required to be applied [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED as mandatory prepayment pursuant to Section 2.3(b)(iii) shall not be applied to the US Term Notes). Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi)), the US Term Note Commitment (in the case of a mandatory prepayment applied to the US Term Notes), the UK Term Note Commitment (in the case of a mandatory prepayment applied to the UK Term Notes) and the Fourth Tranche US Last Out Term Note Commitment (in the case of a mandatory prepayment applied to the Fourth Tranche US Last Out Term Notes), as applicable, of each Lender shall, at the election of Agent to be given to Borrower Representative within five (5) Business Days after receipt of such mandatory prepayment (or automatically upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d)), permanently be reduced by the amount of such prepayment and (ii) Section 2.3(b) (other than in accordance with Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi))), the Borrowers shall also pay to the Agent, for the ratable benefit of the applicable Holders, the Prepayment Premium in respect of the Notes repaid or redeemed in connection with such mandatory prepayment.

Application of Mandatory Prepayments; Prepayment Premium. All mandatory prepayments made pursuant to Section 2.3(b) and not waived pursuant to Section 2.3(d) shall be made to the Agent, for the account of the Holders, and shall be applied, first, on a pro rata basis with respect to the outstanding US Term Notes and UK Term Notes (or in such other manner in respect of the outstanding US Term Notes and UK Term Notes as shall be determined by the Agent with the consent of the Required US Term Note Lenders (which consent may be in the form of an email to Agent)its sole discretion), and second, on a pro rata basis with respect to the outstanding Fourth Tranche US Last Out Term Notes; provided, that notwithstanding the foregoing to the contrary, any mandatory prepayment made pursuant to Section 2.3(b)(iii) with the net cash proceeds from a Public Offering shall solely be applied to the outstanding UK Term Notes and Fourth Tranche US Last Out Term Notes in the manner directed by Borrower Representative (or, in the absence of such direction, first to the outstanding UK Term Notes and second, to the outstanding Fourth Tranche US Last Out Term Notes) (for the avoidance of doubt, net cash proceeds from a Public Offering required to be applied [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED as mandatory prepayment pursuant to Section 2.3(b)(iii) shall not be applied to the US Term Notes). Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi)), the US Term Note Commitment (in the case of a mandatory prepayment applied to the US Term Notes), the UK Term Note Commitment (in the case of a mandatory prepayment applied to the UK Term Notes) and the Fourth Tranche US Last Out Term Note Commitment (in the case of a mandatory prepayment applied to the Fourth Tranche US Last Out Term Notes), as applicable, of each Lender shall, at the election of Agent to be given to Borrower Representative within five (5) Business Days after receipt of such mandatory prepayment (or automatically upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d)), permanently be reduced by the amount of such prepayment and (ii) Section 2.3(b) (other than in accordance with Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi))), the Borrowers shall also pay to the Agent, for the ratable benefit of the applicable Holders, the Prepayment Premium in respect of the Notes repaid or redeemed in connection with such mandatory prepayment.