Common use of Application of Prepayments and Reductions of Commitments Clause in Contracts

Application of Prepayments and Reductions of Commitments. (a) Any voluntary prepayments made pursuant to SECTION 2.12 shall be applied as specified by Company in the applicable notice of prepayment; PROVIDED, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRST, to repay outstanding Swing Line Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment. Notwithstanding the foregoing, any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made with net Cash proceeds of 1999 Subordinated Indebtedness shall be applied to each scheduled installment of principal thereon that is unpaid at the time of such prepayment in forward order of maturity." C. SECTION 2.14(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

Application of Prepayments and Reductions of Commitments. (a) Any voluntary prepayments made pursuant to SECTION 2.12 shall be applied as specified by Company in the 51 applicable notice of prepayment; PROVIDED, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRST, to repay outstanding Swing Line Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment. Notwithstanding . (b) Any amount (the foregoing"APPLIED AMOUNT") required to be paid pursuant to SECTION 2.13 shall be applied FIRST, any voluntary prepayments of to prepay the Tranche A Term Loans, the Tranche B Term Loans or and the Tranche C Term Loans made on a pro rata basis (in accordance with net Cash proceeds of 1999 Subordinated Indebtedness the respective outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal thereon of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment, SECOND, to the extent of any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, THIRD, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and FOURTH, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. (c) Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding, in the event Company is required to make any mandatory prepayment in forward order of maturity.(a " C. SECTION 2.14(bWAIVABLE MANDATORY PREPAYMENT") of the Credit Agreement Tranche B Term Loans or the Tranche C Term Loans pursuant to SECTION 2.13, not less than three Business Days prior to the date (the "REQUIRED PREPAYMENT DATE") on which Company is hereby amended required to read make such Waivable Mandatory Prepayment, Company shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term Loan or Tranche C Term Loan of the amount of such Lender's Pro Rata Share of such Waivable Mandatory Prepayment and such Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to Company and Administrative Agent of its election to do so on or before the first Business Day (the "CUTOFF DATE") prior to the Required Prepayment Date (it being understood that any Lender which does not notify Company and Administrative Agent of its election to exercise such option on or before the Cutoff Date shall be deemed to have elected, as of the Cutoff Date, not to exercise such option). On the Required Prepayment Date, Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in its entirety an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans and/or Tranche C Term Loans, as follows:the case may be, of such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Tranche B Term Loans and/or the Tranche C Term Loans, as the case may be, in accordance with SECTION 2.14(a)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Tranche A Term Loans (which prepayment shall be applied to the scheduled installments of principal of the Tranche A Term Loans in accordance with SECTION 2.14(a)). The foregoing provisions of this SECTION 2.14(c) shall not apply to Revolving Loans or the Revolving Loan Commitments.

Application of Prepayments and Reductions of Commitments. (a) Any voluntary prepayments made pursuant to SECTION Section 2.12 (other than clause (c) thereof) shall be applied as specified by Company in the applicable notice of prepayment; PROVIDEDprovided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRSTfirst, to repay outstanding Swing Line Loans to the full extent thereof, SECOND second to repay outstanding Revolving Loans to the full extent thereof, third to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, and THIRD fourth, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment. Notwithstanding . (b) Any amount (the foregoing, any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made with net Cash proceeds of 1999 Subordinated Indebtedness “Applied Amount”) required to be paid pursuant to Section 2.13 shall be applied first, to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal thereon of the Term Loans, that is unpaid at the time of such prepayment in forward order prepayment, third, to the extent of maturity." C. SECTION 2.14(b) any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fourth, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fifth, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof, and sixth, to cash-collateralize any Letters of Credit Agreement is that are outstanding. (c) Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c); provided, so long as no Event of Default shall have occurred and then be continuing, Company may elect that the remainder of such prepayments (after application to all Base Rate Loans) be deposited in a cash collateral account and applied thereafter to prepay any Eurodollar Rate Loans at the earliest expiration of the Interest Periods applicable thereto. Company hereby amended grants to read Administrative Agent, for the benefit of such Lenders, a security interest in its entirety as follows:all amounts in which Company has any right, title or interest which are from time to time on deposit in such cash collateral account and expressly waives all rights (which rights Company hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.

Application of Prepayments and Reductions of Commitments. (a) Any voluntary prepayments made pursuant to SECTION Section 2.12 (other than clause (c) thereof) shall be applied as specified by Company in the applicable notice of prepayment; PROVIDEDprovided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRSTfirst, to repay outstanding Swing Line Loans to the full extent thereof, SECOND second to repay outstanding Revolving Loans to the full extent thereof, third to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, and THIRD fourth, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment. Notwithstanding . (b) Any amount (the foregoing, any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made with net Cash proceeds of 1999 Subordinated Indebtedness "APPLIED AMOUNT") required to be paid pursuant to Section 2.13 shall be applied first, to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal thereon of the Term Loans, that is unpaid at the time of such prepayment in forward order prepayment, third, to the extent of maturity." C. SECTION 2.14(b) any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fourth, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fifth, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof, and sixth, to cash-collateralize any Letters of Credit Agreement is that are outstanding. (c) Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c); provided, so long as no Event of Default shall have occurred and then be continuing, Company may elect that the remainder of such prepayments (after application to all Base Rate Loans) be deposited in a cash collateral account and applied thereafter to prepay any Eurodollar Rate Loans at the earliest expiration of the Interest Periods applicable thereto. Company hereby amended grants to read Administrative Agent, for the benefit of such Lenders, a security interest in its entirety as follows:all amounts in which Company has any right, title or interest which are from time to time on deposit in such cash collateral account and expressly waives all rights (which rights Company hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.

Application of Prepayments and Reductions of Commitments. (a) Any voluntary prepayments made pursuant to SECTION Section 2.12 (other than clause (c) thereof) shall be applied as specified by Company in the applicable notice of prepayment; PROVIDEDprovided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRSTfirst, to repay outstanding Swing Line Loans to the full extent thereof, SECOND second to repay outstanding Revolving Loans to the full extent thereof, third to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, and THIRD fourth, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche A Term Loans or Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid at the time of such prepayment. Notwithstanding . (b) Any amount (the foregoing, any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made with net Cash proceeds of 1999 Subordinated Indebtedness "APPLIED AMOUNT") required to be paid pursuant to Section 2.13 shall be applied first, to prepay scheduled Installments of the Term Loans for the immediately succeeding twelve-month period, second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal thereon of the Term Loans, that is unpaid at the time of such prepayment in forward order prepayment, third, to the extent of maturity." C. SECTION 2.14(b) any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fourth, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fifth, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof, and sixth, to cash-collateralize any Letters of Credit Agreement is that are outstanding. (c) Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c); provided, so long as no Event of Default shall have occurred and then be continuing, Company may elect that the remainder of such prepayments (after application CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A to all Base Rate Loans) be deposited in a cash collateral account and applied thereafter to prepay any Eurodollar Rate Loans at the earliest expiration of the Interest Periods applicable thereto. Company hereby amended grants to read Administrative Agent, for the benefit of such Lenders, a security interest in its entirety as follows:all amounts in which Company has any right, title or interest which are from time to time on deposit in such cash collateral account and expressly waives all rights (which rights Company hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.