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 Term Loans shall arise pursuant to Section 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 Section 2.07(b), with such prepayment to be applied in the manner set forth in Section 2.07(b)(v). Each payment or prepayment pursuant to the provisions of Section 2.07(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 (A) first, to prepay all Base Rate Loans and (B) second, 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 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).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b) above, (i) 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v); (ii) second, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments; (iii) third, to the extent of any excess remaining after the prepayment as provided in clauses (i) and (ii) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to Section 2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Eurodollar Rate Loans (and as among SOFR Eurodollar Rate Loans, (1) first to prepay those SOFR Eurodollar 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 SOFR Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto); provided that to the extent some, but not all, Lenders decline a prepayment pursuant to this Section 2.07(d), such remaining, non-declined portion of such prepayment shall be applied on a pro rata basis among Base Rate Loans and Eurodollar Rate Loans.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)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 Section 2.07(b)subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.07(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(b2.07(4) 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 (Ai) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR 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 Section 2.07(b2.04(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 Section 2.07(b2.04(b), with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.04(b)(iv). Each payment or prepayment pursuant to the provisions of Section 2.07(b2.04(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 (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Term Benchmark Loans (and as among SOFR Term Benchmark Loans, (1) first to prepay those SOFR Term Benchmark 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 SOFR Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (2)(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 Section 2.07(b)subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.07(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(b2.07(4) 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, 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 (Ai) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR 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 Borrowers to prepay the Term Loans shall arise pursuant to Section 2.07(bsubsection (b) above (other than subsection (b)(iv)), unless a Specified Revolving Trigger shall have occurred and be continuing: (i) 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v); (ii) second, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrowers shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments; (iii) third, to the extent of any excess remaining after the prepayment as provided in clauses (i) and (ii) above, the Borrowers shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments; and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, the Borrowers shall pay any outstanding Reimbursement Obligations, and thereafter the Borrowers shall Cash Collateralize the Letter of Credit Usage pursuant to Section 2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 (A) first, to prepay all Base Rate Loans and Canadian Prime Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Eurodollar Rate Loans and CDOR Rate Loans (and as among SOFR Eurodollar Rate Loans and CDOR Rate Loans, (1) first to prepay those SOFR 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 SOFR Eurodollar Rate Loans and CDOR Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b) above, (i) 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v), (ii) next, to the extent of any excess remaining after the prepayment as provided in clauses (i) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iii) next, to the extent of any excess remaining after application as provided in clauses (i) and (ii)above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to Section 2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 (A) first, to prepay all Base Rate Loans and Alternative Currency Daily Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Loans and Alternative Currency Term Rate Loans (and as among SOFR Loans and Alternative Currency Term Rate Loans, (1) first to prepay those SOFR Loans and Alternative Currency Term 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 SOFR Loans and Alternative Currency Term Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto)) and all SOFR Loans and Alternative Currency Term Rate Loans (and as among SOFR Loans and Alternative Currency Term Rate Loans, (1) first to prepay those SOFR Loans and Alternative Currency Term 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 SOFR Loans and Alternative Currency Term Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto) on a pro rata basis.

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b)(i) above, (i) first, the Borrower shall prepay the outstanding principal amount of the Term Loans Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (ii) second, 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 (i) and (ii) above, the Borrower shall prepay the outstanding principal amount of such prepayment obligation within the applicable time periods specified Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in Section 2.07(bclauses (i), with such prepayment (ii) and (iii) above, thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to be applied in the manner set forth in Section 2.07(b)(v2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 prepaid, (A) first, to prepay all Base Rate Loans and and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Term Benchmark Loans (and as among SOFR Term Benchmark Loans, , (1) first to prepay those SOFR Term Benchmark Loans, if any, having Interest Periods ending on the date of such prepayment, and and (2) thereafter, to the extent of any excess remaining after application as provided in clause (1) above, to prepay any SOFR Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b) above, (i) 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v) above, (ii) second, to the extent of any excess remaining after the prepayment as provided in the preceding clause (i), the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (iii) third, to the extent of any excess remaining after the prepayment as provided in the preceding clauses (i) and (ii), the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to Section 2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 (A1) first, to prepay all Base Rate Loans, and (2) second, to the extent of any excess remaining after application as provided in clause (1) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR Eurodollar Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b) above, (i) 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v) above, (ii) second, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrower shall prepay the outstanding principal amount of the Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (iii) third, to the extent of any excess remaining after the prepayment as provided in clauses (i) and (ii) above, the Borrower shall prepay the outstanding principal amount of the Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, the Borrower shall pay any outstanding Reimbursement Obligations, and thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to Section 2.04(l). Each payment or prepayment pursuant to the provisions of this Section 2.07(b2.07(d) 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 (A1) first, to prepay all Base Rate Loans, and (2) second, to the extent of any excess remaining after application as provided in clause (1) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR 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 Section 2.07(b2.04(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 Section 2.07(b2.04(b), with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.04(b)(iv). Each payment or prepayment pursuant to the provisions of Section 2.07(b2.04(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 (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term SOFR Rate Loans (and as among Term SOFR Rate Loans, (1) first to prepay those Term SOFR 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 Term SOFR Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower and Co-Borrowers to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b)(i) above, (i) first, the Borrower and Co-Borrowers shall prepay the outstanding principal amount of the Term Loans Swing Line Loans, without a corresponding permanent reduction to the Tranche 1 Revolving Commitments, (ii) second, to the extent of any excess remaining after the prepayment as provided in clause (i) above, the Borrower and Co-Borrowers 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 (i) and (ii) above, the Borrower and Co-Borrowers shall prepay the outstanding principal amount of such prepayment obligation within the applicable time periods specified Tranche 1 Revolving Loans, without a corresponding permanent reduction to the Tranche 1 Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in Section 2.07(bclauses (i), with such prepayment (ii) and through (iii) above, thereafter the Borrower and Co-Borrowers shall Cash Collateralize the Letter of Credit Usage pursuant to be applied in the manner set forth in Section 2.07(b)(v2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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, 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 (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Term Benchmark Loans (and as among SOFR Term Benchmark Loans, (1) first to prepay those SOFR Term Benchmark 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 SOFR Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)subsection (b)(i) above, (i) first, the Borrower shall prepay the outstanding principal amount of the Term Loans Swing Line Loans, without a corresponding permanent reduction to the Revolving Commitments, (ii) second, 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 (i) and (ii) above, the Borrower shall prepay the outstanding principal amount of such prepayment obligation within |US-DOCS\134569911.8148772134.4|| the applicable time periods specified Revolving Loans, without a corresponding permanent reduction to the Revolving Commitments, and (iv) fourth, to the extent of any excess remaining after application as provided in Section 2.07(bclauses (i), with such prepayment (ii) and (iii) above, thereafter the Borrower shall Cash Collateralize the Letter of Credit Usage pursuant to be applied in the manner set forth in Section 2.07(b)(v2.04(l). Each payment or prepayment pursuant to the provisions of Section 2.07(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 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 prepaid, (A) first, to prepay all Base Rate Loans and and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all SOFR Term Benchmark Loans (and as among SOFR Term Benchmark Loans, , (1) first to prepay those SOFR Term Benchmark Loans, if any, having Interest Periods ending on the date of such prepayment, and and (2) thereafter, to the extent of any excess remaining after application as provided in clause (1) above, to prepay any SOFR Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 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 Section 2.07(b), with such prepayment to be applied in the manner set forth in Section 2.07(b)(v). ; Each payment or prepayment pursuant to the provisions of Section 2.07(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 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)(vii2.07(b)(vi), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (A) first, to prepay all Base Rate Loans and (B) second, 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 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).

Application of Prepayment Amounts. In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to Section 2.07(b)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 Section 2.07(b)subsection (2) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.07(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(b2.07(4) 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 Term 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 (Ai) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR 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 Section 2.07(b)subsection (b) above, 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 Section 2.07(b)subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v)2.04(b)(v) above. Each payment or prepayment pursuant to the provisions of this Section 2.07(b2.04(d) 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 (A1) first, to prepay all Base Rate Loans, and (2) second, to the extent of any excess remaining after application as provided in clause (1) 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) secondthereafter, 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 excess remaining after application as provided in clause (1) above, to prepay any SOFR 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 2.04, 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 2.04 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 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 2.04. 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 2.04.

Application of Prepayment Amounts. In the event that the obligation of the Borrower Borrowers to prepay the Term Loans shall arise pursuant to Section 2.07(b2.04(b), 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 Section 2.07(b2.04(b), with such prepayment to be applied in the manner set forth in Section 2.07(b)(v2.04(b)(iv). Each payment or prepayment pursuant to the provisions of Section 2.07(b2.04(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 (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term SOFR Rate Loans (and as among Term SOFR Rate Loans, (1) first to prepay those Term SOFR 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 Term SOFR Rate Loans in the order of the expiration dates of the Interest Periods applicable thereto).