Common use of Application of Prepayment Amounts Clause in Contracts

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2) above, (a) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). Each payment or prepayment pursuant to the provisions of this Section 2.07(4) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (i) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to subsection (2) above, (a) firstSection 2.07(b), the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) aboveSection 2.07(b), with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(102.07(b)(v). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, on a pro rata basis to the then outstanding Term Loans or Revolving Loans being prepaid irrespective of whether such outstanding Term Loans or Revolving Loans are Base Rate Loans or SOFR Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.07(b)(vii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (iA) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereaftersecond, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Loans (and as among SOFR Loans, (1) first to prepay those SOFR Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any Eurodollar Rate excess remaining after application as provided in clause (1) above, to prepay any SOFR Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b) above, , (ai) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2b) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, 2.07(b)(v); (bii) second, to the extent of any excess remaining after the prepayment as provided in clause (ai) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, ; (ciii) third, to the extent of any excess remaining after the prepayment as provided in clauses (ai) and (bii) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (iA) first, to prepay all Base Rate Loans, Loans and (iiB) second, to the extent of any excess remaining after application as provided in clause (iA) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A1) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B2) thereafter, to the extent of any excess remaining after application as provided in clause (A1) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior ; provided that to the last day of the Interest Period thereforextent some, in lieu of making any payment but not all, Lenders decline a prepayment pursuant to this Section 2.07 in respect 2.07(d), such remaining, non-declined portion of any such prepayment shall be applied on a pro rata basis among Base Rate Loans and Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07Loans.

Application of Prepayment Amounts. In the event that the obligation of the Borrower Borrowers to prepay the Loans shall arise pursuant to subsection (2b) aboveabove (other than subsection (b)(iv)), unless a Specified Revolving Trigger shall have occurred and be continuing: (ai) first, the Borrower Borrowers shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2b) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, 2.07(b)(v); (bii) second, to the extent of any excess remaining after the prepayment as provided in clause (ai) above, the Borrower Borrowers shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, ; (ciii) third, to the extent of any excess remaining after the prepayment as provided in clauses (ai) and (bii) above, the Borrower Borrowers shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and ; and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower Borrowers shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower Borrowers shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (iA) first, to prepay all Base Rate Loans, Loans and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Canadian Prime Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereaftersecond, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Eurodollar Rate Loans and CDOR Rate Loans (and as among Eurodollar Rate Loans and CDOR Rate Loans, (1) first to prepay those Eurodollar Rate Loans and CDOR Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any excess remaining after application as provided in clause (1) above, to prepay any Eurodollar Rate Loans and CDOR Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation (i) Promptly upon receipt of any mandatory prepayment pursuant to Section 2.05(a)(i), 2.05(a)(ii) or 2.05(a)(iii) of the Borrower to prepay the Loans shall arise Security Agreement or pursuant to subsection Sections 2.06(b)(ii) and 2.06(d) (2) above, (a) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within being an "Advances Prepayment Amount"), the Administrative Agent shall deposit such Advances Prepayment Amount into the Prepayment Account pending application of such Advances Prepayment Amount on the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner Prepayment Date as set forth in Section 2.07(2)(ebelow. (ii) aboveSo long as any Advances shall remain outstanding, promptly after such receipt (b) second, to the extent date of any excess remaining after such receipt being the prepayment as provided in clause (a) above"Receipt Date"), the Borrower Administrative Agent shall prepay give written notice (a "Prepayment Notice") to each Lender of (A) the outstanding principal aggregate amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving CommitmentsAdvances Prepayment Amount, (cB) thirdthe portion of the Advances Prepayment Amount available to prepay the Advances held by such Lender, to (C) the extent of any excess remaining after the prepayment as provided in clauses (a) applicable Receipt Date for such Advances Prepayment Amount and (bD) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). Each payment or prepayment pursuant to the provisions of this Section 2.07(4) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and date on which such Advances Prepayment Amount shall be applied as among a prepayment of the Term Loans Advances, which date shall be (1) prior to the amendment and restatement of the Security Agreement on the Second Draw Date, the 15th Business Day following the delivery of such Prepayment Notice and (2) following the amendment and restatement of the Security Agreement on the Second Draw Date, the fifth Business Day following the delivery of such Prepayment Notice (each such date above being the "Prepayment Date"). (iii) On or prior to 10:00 a.m. (New York City time) of the Revolving Loanssecond Business Day occurring prior to the applicable Prepayment Date, each Lender shall notify the Administrative Agent as to whether it accepts all or any portion of the case may be, being prepaid, (i) first, Advances Prepayment Amount to be applied to prepay all Base Rate Loansthe Advances held by such Lender as set forth in such Prepayment Notice. If any Lender fails to give such notice by such time, and such Lender (ii) second, to the extent of together with each other Lender delivering a notice declining any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (Ba "Declining Lender") thereaftershall be deemed to decline such prepayment, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no unless an Event of Default shall have occurred and be continuingcontinuing on the date on which such notice is due in which case, if such Lender shall be deemed to accept such prepayment. Any Lender giving written notice of its intention to accept any prepayment of Eurodollar Rate Loans or which is required deemed to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making accept any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans offer in accordance with the preceding sentence is hereinafter referred to as an "Accepting Lender". (iv) On the relevant provisions Prepayment Date, an amount equal to that portion of this the Advances Prepayment Amount to be applied to prepay the Advances of each Accepting Lender on such Advances Prepayment Date shall be withdrawn from the Prepayment Account and paid to each such Accepting Lender as a prepayment of the Advances of such Accepting Lender and, in the case of any prepayment occurring after the amendment and restatement of the Security Agreement on the Second Draw Date, any amounts remaining on deposit in the Prepayment Account that would otherwise have been applied to prepay Advances owing to Declining Lenders shall be applied pursuant to priority second of Section 2.072.06(b)(iii).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2) above, (a) firstSection 2.07(b), the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) aboveSection 2.07(b), with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a2.07(b)(v), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). ; Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Term SOFR Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.07(b)(vi), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (iA) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereaftersecond, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term SOFR Loans (and as among Term SOFR Loans, (1) first to prepay those Term SOFR Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any Eurodollar Rate excess remaining after application as provided in clause (1) above, to prepay any Term SOFR Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b) above, (a) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2b) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e2.04(b)(v) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.04(d) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (i1) first, to prepay all Base Rate Loans, and (ii2) second, to the extent of any excess remaining after application as provided in clause (i1) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.072.04, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 2.04 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 2.04 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.072.04. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.072.04.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (22)(d) above, (a) first, the Borrower shall prepay the outstanding principal amount of the Term Revolving Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, above (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, Commitments and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). Each payment or prepayment pursuant to the provisions of this Section 2.07(4) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Revolving Loans or the Revolving Loans, as the case may be, being prepaid, (i) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b) above, (ai) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2b) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e2.07(b)(v) above, (bii) second, to the extent of any excess remaining after the prepayment as provided in the preceding clause (a) abovei), the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (ciii) third, to the extent of any excess remaining after the prepayment as provided in the preceding clauses (ai) and (b) aboveii), the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (i1) first, to prepay all Base Rate Loans, and (ii2) second, to the extent of any excess remaining after application as provided in clause (i1) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b) above, (ai) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2b) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e2.07(b)(v) above, (bii) second, to the extent of any excess remaining after the prepayment as provided in clause (ai) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (ciii) third, to the extent of any excess remaining after the prepayment as provided in clauses (ai) and (bii) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(d) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (i1) first, to prepay all Base Rate Loans, and (ii2) second, to the extent of any excess remaining after application as provided in clause (i1) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b)(i) above, , (ai) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, , (cii) thirdsecond, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrower shall pay any outstanding Reimbursement Obligations in respect of Letters of Credit, (iii) third, to the extent of any excess remaining after application as provided in clauses (ai) and (bii) above, the Borrower shall prepay the outstanding principal amount of |US-DOCS\134569911.8148772134.4|| the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaidprepaid (provided that all payments and prepayments shall be made on a pro rata basis between the Second Amendment Extended Revolving Loans and the Second Amendment Non-Extended Revolving until the repayment of the Second Amendment Non-Extended Revolving Loans on the relevant Maturity Date), in proportion to the principal amount held by each, and shall be applied as among the Term Revolving Loans or the Revolving Loans, as the case may be, being prepaid, , (iA) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and and (B) thereaftersecond, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term Benchmark Loans (and as among Term Benchmark Loans, (1) first to prepay those Term Benchmark Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any Eurodollar Rate excess remaining after application as provided in clause (1) above, to prepay any Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2b)(i) above, , (ai) first, the Borrower shall prepay the outstanding principal amount of the Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, , (cii) thirdsecond, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrower shall pay any outstanding Reimbursement Obligations in respect of Letters of Credit, (iii) third, to the extent of any excess remaining after application as provided in clauses (ai) and (bii) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and and (div) fourth, to the extent of any excess remaining after application as provided in clauses (ai), (bii) and (ciii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to the extent required under Section 2.04(102.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(42.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Revolving Loans or the Revolving Loans, as the case may be, being prepaid, , (iA) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and and (B) thereaftersecond, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term Benchmark Loans (and as among Term Benchmark Loans, (1) first to prepay those Term Benchmark Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any Eurodollar Rate excess remaining after application as provided in clause (1) above, to prepay any Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsection (2) above, (a) first, the Borrower shall prepay the outstanding principal amount of the Revolving Loans and Term Loans in the amount of such prepayment obligation within the applicable time periods specified in subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(2)(e) above, (b) second, to the extent of any excess remaining after the prepayment as provided in clause (a) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (c) third, to the extent of any excess remaining after the prepayment as provided in clauses (a) and (b) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, Commitments and (d) fourth, to the extent of any excess remaining after application as provided in clauses (a), (b) and (c) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage to the extent required under Section 2.04(10). Each payment or prepayment pursuant to the provisions of this Section 2.07(4) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Revolving Loans or the Revolving Term Loans, as the case may be, being prepaid, (i) first, to prepay all Base Rate Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to prepay all Eurodollar Rate Loans (and as among Eurodollar Rate Loans, (A) first to prepay those Eurodollar Rate Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay any Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto). Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Eurodollar Rate Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.