Common use of Application of Prepayments Reductions Clause in Contracts

Application of Prepayments Reductions. (i) Any prepayment of any Loan pursuant to Section 2.07(a) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided, in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay each Class of outstanding Loans on a pro rata basis and, within each Class, to reduce the remaining scheduled installments of principal in direct order of maturity. (ii) Any amount required to be paid pursuant to Section 2.07(b)(i) and Section 2.07(b)(iv) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis. (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. (v) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding 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 (such declined amount, the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the Borrower.

Application of Prepayments Reductions. (ia) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS. Any prepayment of any Loan pursuant to Section 2.07(a2.13(a) shall be applied as specified by the Borrower Company in the applicable notice of prepayment; providedPROVIDED, in the event the Borrower Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: 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 each Class of outstanding the Tranche B Term Loans on a pro rata basis and, within each Class, (in accordance with the respective outstanding principal amounts thereof). Any prepayment of any Tranche B Term Loan pursuant to Section 2.13(a) shall be further applied on a pro rata basis to reduce the scheduled remaining scheduled installments Installments of principal in direct order of maturityon such Tranche B Term Loan. (iib) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount required to be paid pursuant to Section 2.07(b)(iSections 2.14(a) and Section 2.07(b)(ivthrough 2.14(e) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) firstas follows: FIRST, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Tranche B Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereofrespective outstanding principal amounts thereof) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be further applied to prepay the Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, on a pro rata basis to the remaining scheduled payments required thereunder on a pro rata basis. (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be applied ratably to each Class Installments of outstanding Loans and, within each such Class, (i) firstprincipal of the Tranche B Term Loans; SECOND, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. (v) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of Revolving Commitments by the amount of such prepayment; THIRD, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of Revolving Commitments by the amount of such Lender’s pro rata share prepayment; FOURTH, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such Waivable Mandatory Prepayment and such Lender’s option prepayment; FIFTH, to refuse such amount (such declined amount, the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice cash collateralize Letters of Credit in an manner reasonably acceptable to the Borrower and the Administrative Agent and to further permanently reduce the Revolving Loan Commitments by the amount of its election such cash collateralization; and SIXTH, to do so on or before further permanently reduce the third Business Day prior Revolving Commitments to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the Borrowerfull extent thereof.

Application of Prepayments Reductions. (ia) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS. Any prepayment pre-payment of any Loan pursuant to Section 2.07(a2.12(a) shall be applied as specified by the Borrower Company in the applicable notice of prepayment; providedPROVIDED, in the event the Borrower Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: 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 each Class of outstanding the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis and, within (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to each Class, scheduled Installment of principal of the Tranche A Term Loans and Tranche B Term Loans. Any prepayment of any Term Loan pursuant to Section 2.12(a) shall be further applied on a pro rata basis to reduce the scheduled remaining scheduled installments of principal in direct order of maturityon such Term Loan. (iib) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount required to be paid pursuant to Section 2.07(b)(iSections 2.13(a) and Section 2.07(b)(ivthrough 2.13(e) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) firstFIRST, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereofrespective outstanding principal amounts thereof) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be further applied to prepay the Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, on a pro rata basis to the remaining scheduled payments required thereunder on a pro rata basis. (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be applied ratably to each Class Installments of outstanding principal of the Tranche A Term Loans and, within each such Class, (i) firstand Tranche B Term Loans; SECOND, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. (v) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of Revolving Commitments by the amount of such prepayment; THIRD, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of Revolving Commitments by the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment prepayment; and such Lender’s option FOURTH, to refuse such amount (such declined amount, further permanently reduce the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice Revolving Commitments to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the Borrowerfull extent thereof.

Application of Prepayments Reductions. (ia) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS. Any prepayment of any Loan pursuant to Section 2.07(a2.12(a) shall be applied as specified by the Borrower Company in the applicable notice of prepayment; providedPROVIDED, in the event the Borrower Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: FIRST, to prepay each Class of repay outstanding Swing Line Loans to the full extent thereof; SECOND, to repay outstanding Revolving Loans to the full extent thereof; and THIRD, to repay the Term Loans on a pro rata basis and, within (in accordance with the outstanding principal amounts) and shall be further applied on a pro rata basis to each Class, scheduled Installment of principal of the Term Loans. Any prepayment of Term Loan pursuant to Section 2.12(a) shall be further applied on a pro rata basis to reduce the scheduled remaining scheduled installments of principal in direct order of maturityon Term Loans. (iib) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount required to be paid pursuant to Section 2.07(b)(iSections 2.13(a) and Section 2.07(b)(ivthrough 2.13(e) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) firstas follows: FIRST, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereofoutstanding principal amounts) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be further applied to prepay the Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis. (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be applied ratably basis to each Class scheduled Installment of outstanding Loans and, within each such Class, (i) firstprincipal of the Term Loans; SECOND, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. (v) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of Revolving Commitments by the amount of such prepayment; THIRD, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of Revolving Commitments by the amount of such Lender’s pro rata share prepayment; FOURTH, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the Revolving Commitments by the amount of such Waivable Mandatory Prepayment prepayment; FIFTH, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Commitments by the amount of such Lender’s option cash collateralization; and SIXTH, to refuse such amount (such declined amount, further permanently reduce the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice Revolving Commitments to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the Borrowerfull extent thereof.

Application of Prepayments Reductions. (ia) Any prepayment of any Loan pursuant to Section 2.07(a2.12(a) shall be applied as specified by the Borrower Company in the applicable notice of prepayment; provided, in the event the Borrower Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to prepay each Class of repay outstanding US Swing Line Loans and Multicurrency Swing Line Loans on a pro rata basis andbasis, within each Classin accordance with the respective outstanding principal amounts thereof (which, in the case of Multicurrency Swing Line Loans shall be the Dollar Equivalent of the aggregate amount of all such Loans based on the Spot Rate of Exchange as of the date of such prepayment ) to the full extent thereof; second, to reduce repay outstanding US Facility Loans in accordance with the remaining respective outstanding principal amounts thereof to the full extent thereof; and third, to prepay the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Multicurrency Facility Loans (other than Multicurrency Swingline 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 to each scheduled installments installment of principal in direct order or scheduled reduction, as the case may be of maturitythe Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and the Multicurrency Facility Loans (other than Multicurrency Swingline Loans). (iib) Any amount required to be paid pursuant to Section 2.07(b)(iSections 2.13(a) and Section 2.07(b)(ivthrough 2.13(f) (the "Applied Amount") shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) as follows: first, to reduce prepay the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereofrespective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to each scheduled installment of principal thereof that is unpaid at the prepayment of the Loans and to the repurchase or prepayment time of such Other Applicable Indebtednessprepayment; second, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent of any remaining portion of the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaidApplied Amount, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the outstanding Swing Line Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis. , in accordance with the respective outstanding principal amounts thereof (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) which, in the case of Multicurrency Swing Line Loans shall be applied ratably the Dollar Equivalent of the aggregate amount of all such Loans based on the Spot Rate of Exchange as of the date of such prepayment ) to each Class of outstanding Loans and, within each such Class, (i) first, the full extent thereof and to permanently reduce the next eight scheduled payments required under Section 2.06(a) (or Facility Commitments to the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order full extent thereof by the amount of maturity and (ii) secondsuch prepayment; third, to the extent of any remaining scheduled payments required thereunder portion of the Applied Amount, to prepay outstanding Facility Loans on a pro rata basis; provided that any prepayment of Loans , in accordance with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. respective outstanding principal amounts thereof (v) Anything contained herein to the contrary notwithstandingwhich, in the event case of Multicurrency Facility Loans shall be the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) Dollar Equivalent of the aggregate amount of all such Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior based on the Spot Rate of Exchange as of the date of such prepayment) to the date (full extent thereof and to permanently reduce the “Required Prepayment Date”) on which Facility Commitments to the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of full extent thereof by the amount of such prepayment; and fourth, and to the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan extent of any remaining portion of the Applied Amount, to further permanently reduce the Facility Commitments on a pro rata basis, in accordance with the respective principal amounts thereof to the full extent thereof by the amount of such Lender’s pro rata share prepayment; provided, if at any time (i) Moody's has assigned to Company's long term Indebtedness for borrowed money a rating of such Waivable Mandatory Prepayment Baa1 or higher, and such Lender’s option (ii) S&P has assigned to refuse such amount Company's long term Indebtedness for borrowed money a rating of BBB+ or higher, then Company shall not be required to apply any portion of the Applied Amount pursuant to subparts second through fourth of this sentence. (such declined amountc) Considering each Class of Loans being prepaid separately, the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice any prepayment thereof shall be applied first to Base Rate Loans to the Borrower and full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the Administrative Agent amount of its election any payments required to do so on or before the third Business Day prior be made by Company pursuant to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the BorrowerSection 2.22.

Application of Prepayments Reductions. (ia) Any prepayment of any Loan pursuant to Section 2.07(a2.12(a) shall be applied as specified by the Borrower Company in the applicable notice of prepayment; provided, in the event the Borrower Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to prepay each Class of repay outstanding US Swing Line Loans and Multicurrency Swing Line Loans on a pro rata basis andbasis, within each Classin accordance with the respective outstanding principal amounts thereof (which, in the case of Multicurrency Swing Line Loans shall be the Dollar Equivalent of the aggregate amount of all such Loans based on the Spot Rate of Exchange as of the date of such prepayment) to the full extent thereof; second, to reduce repay outstanding US Facility Loans in accordance with the remaining respective outstanding principal amounts thereof to the full extent thereof; and third, to prepay the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Multicurrency Facility Loans (other than Multicurrency Swingline 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 to each scheduled installments installment of principal in direct order or scheduled reduction, as the case may be of maturitythe Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and the Multicurrency Facility Loans (other than Multicurrency Swingline Loans). (iib) Any amount required to be paid pursuant to Section 2.07(b)(iSections 2.13(a) and Section 2.07(b)(ivthrough 2.13(f) (the "Applied Amount") shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) as follows: first, to reduce prepay the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereofrespective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to each scheduled installment of principal thereof that is unpaid at the prepayment of the Loans and to the repurchase or prepayment time of such Other Applicable Indebtednessprepayment; second, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent of any remaining portion of the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaidApplied Amount, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the outstanding Swing Line Loans in accordance with the terms hereof. (iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis. , in accordance with the respective outstanding principal amounts thereof (iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) which, in the case of Multicurrency Swing Line Loans shall be applied ratably the Dollar Equivalent of the aggregate amount of all such Loans based o the Spot Rate of Exchange as of the date of such prepayment ) to each Class of outstanding Loans and, within each such Class, (i) first, the full extent thereof and to permanently reduce the next eight scheduled payments required under Section 2.06(a) (or Facility Commitments to the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order full extent thereof by the amount of maturity and (ii) secondsuch prepayment; third, to the extent of any remaining scheduled payments required thereunder portion of the Applied Amount, to prepay outstanding Facility Loans on a pro rata basis; provided that any prepayment of Loans , in accordance with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt. respective outstanding principal amounts thereof (v) Anything contained herein to the contrary notwithstandingwhich, in the event case of Multicurrency Facility Loans shall be the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) Dollar Equivalent of the aggregate amount of all such Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior based on the Spot Rate of Exchange as of the date of such prepayment) to the date (full extent thereof and to permanently reduce the “Required Prepayment Date”) on which Facility Commitments to the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of full extent thereof by the amount of such prepayment; and fourth, and to the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan extent of any remaining portion of the Applied Amount, to further permanently reduce the Facility Commitments on a pro rata basis, in accordance with the respective principal amounts thereof to the full extent thereof by the amount of such Lender’s pro rata share prepayment; provided, if at any time (i) Moodx'x xxx assigned to Company's long term Indebtedness for borrowed money a rating of such Waivable Mandatory Prepayment Baa1 or higher, and such Lender’s option (ii) S&P has assigned to refuse such amount Company's long term Indebtedness for borrowed money a rating of BBB+ or higher, then Company shall not be required to apply any portion of the Applied Amount pursuant to subparts second through fourth of this sentence. (such declined amountc) Considering each Class of Loans being prepaid separately, the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice any prepayment thereof shall be applied first to Base Rate Loans to the Borrower and full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the Administrative Agent amount of its election any payments required to do so on or before the third Business Day prior be made by Company pursuant to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the BorrowerSection 2.22.