Common use of Application of Voluntary Prepayments by Type of Loans and Order of Maturity Clause in Contracts

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 Revolving Loans to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 (without a corresponding reduction of the Revolving Loan Commitment Amount), second to repay outstanding Revolving Loans to the full extent thereofthereof (without a corresponding reduction of the Revolving Loan Commitment Amount or the cash collateralization of any Letter of Credit), and second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce prepay the scheduled installments of principal of the Tranche B Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the any Incremental Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to each remaining reduce the scheduled installment installments of principal of the Tranche B Term Loans set forth in subsection 2.4A.2.4A(i) and the Incremental Term Loans set forth in any applicable Incremental Assumption Agreement for the next succeeding four Fiscal Quarters in direct order of maturity and thereafter shall reduce each of the remaining scheduled installments of principal of the Tranche B Term Loans or the Incremental Term Loans, as the case may be, set forth in subsection 2.4A(i) or the applicable Incremental Assumption Agreement, respectively, on a pro rata basis.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied to the Loans as specified by Company in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 Revolving Swing Line Loans to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereof and third to repay outstanding Revolving Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) (whether the application thereof is specified by Company or not) shall be applied to reduce prepay the scheduled installments of principal of Tranche A Term Loans, the Tranche B Term Loans, and the Tranche D Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to each remaining reduce the scheduled installment installments of principal of the Tranche A Term Loans, the Tranche B Term Loans, and the Tranche D Term Loans set forth in subsection 2.4A.2.4A(i), 2.4A(ii) and 2.4A(iii) in forward order of maturity.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company fails to specify the Loans to which any such prepayment shall be applied, and funds remain after being applied in accordance with this subsection 2.4B(iv)(a), 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 second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the each remaining scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments installment of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.).

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided provided, however, that voluntary prepayments applied exclusively to the Tranche A Term Loans or among the Tranche A Term Loans and the Tranche B Term Loans on a non-pro rata basis shall not exceed $5,000,000 during any Fiscal Year (the “Non-Pro Rata Basket”) (with the unused amount of the Non-Pro Rata Basket in any Fiscal Year being available for use in succeeding Fiscal Years in an amount not to exceed $15,000,000 in the aggregate for all such voluntary prepayments shallamounts carried forward (it being understood that, irrespective of if $15,000,000 were carried forward to any application specified by CompanyFiscal Year, first $20,000,000 would be applied to repay any amounts owing to Issuing Lenders due to available in the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation Non-Pro Rata Basket in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in Fiscal Year)). 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 second third to repay outstanding Term Loans to the full extent thereof and to prepay the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans thereof set forth in subsection 2.4A 2.4A(i) or 2.4A(ii), as the case may be, (i) first, in forward chronological order for the next succeeding 12 months and (ii) thereafter, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.).

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company Borrower in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Revolving Swing Line Loans to the full extent thereof, second to repay outstanding Revolving Loans and/or Synthetic Letter of Credit Loans, as the case may be, to the full extent thereof, and second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Revolving Loans and the Synthetic Letter of Credit Loans pursuant to subsection 2.4B(i) shall be applied to reduce prepay the scheduled installments Revolving Loans and the Synthetic Letter of principal of the Term Credit Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any voluntary prepayments of Synthetic Letter of Credit Loans shall, to the extent of the excess of the Synthetic Letter of Credit Commitments (determined after giving effect to any reductions of the Synthetic Letter of Credit Commitments occurring simultaneously with such prepayments) over the Total Utilization of Synthetic Letter of Credit Commitments, be retained by Administrative Agent and applied to increase the amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit Lender’s Pro Rata Share of such excess. Any voluntary prepayments of Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay U.S. Dollar Term Loans, Canadian Dollar Term Loans or Other Term Loans as directed by Borrower and to reduce the scheduled installments of principal of all Term Loans so selected on a pro rata basis with respect to each remaining scheduled installment of principal of the such Term Loans set forth in subsection 2.4A.2.4A or in the applicable Incremental Term Loan Assumption Agreement, as the case may be.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such any voluntary prepayments shall, irrespective of any application specified by Company, first Term Loans must be applied to repay prepay the Term Loans, any Incremental Term Loans, any Other Term Loans and Extended Term Loans (or reduce any Revolving Loan Commitments, Incremental Revolving Loan Commitments, Other Revolving Loan Commitments and Extended Revolving Loan Commitments) on a pro rata basis (in accordance with the respective outstanding principal amounts owing to Issuing Lenders due thereof), except to the failure of any Revolving Lender extent such payments are not required to be applied on a pro rata basis to Incremental Term Loans, Other Term Loans or Extended Term Loans (A) fund a or Incremental Revolving Loan for Commitments, Other Revolving Loan Commitments and Extended Revolving Loan Commitments) as provided in the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B applicable Lender Joinder Agreement, Refinancing Amendment or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in Extension. In the event Company fails to specify the Loans to which any such prepayment shall be applied, (1) 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 second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(ithereof and (2) shall be applied to reduce the scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce prepay the scheduled installments of principal of the Initial Term Loans set forth in subsection 2.4A (and to the extent required by the terms thereof, any Other Term Loans or Incremental Term Loans) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to each remaining reduce the scheduled installment installments of principal of the Term Loans thereof set forth in subsection 2.4A.2.4A(i), and if not otherwise specified in the applicable Notice of Prepayment, (i) first, in forward chronological order for the next succeeding 12 months and (ii) thereafter, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 (without a corresponding reduction of the Revolving Loan Commitment Amount), second to repay outstanding Revolving Loans to the full extent thereofthereof (without a corresponding reduction of the Revolving Loan Commitment Amount or the Cash Collateralization of any Letter of Credit), and second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Tranche B Term Loans to reduce the scheduled installments of principal of the Tranche B Term Loans as specified by Company set forth in subsection 2.4A(i) for the applicable Notice next succeeding four Fiscal Quarters in direct order of Prepayment maturity and if no application is specified, such voluntary prepayment shall be applied thereafter to reduce each of the remaining scheduled installments of principal of the Tranche B Term Loans set forth in subsection 2.4A 2.4A(i) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.basis.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any Except as provided in subsection 2.4D, any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company fails to specify the Loans to which any such prepayment shall be applied, and funds remain after being applied in accordance with this subsection 2.4B(iv)(a), 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 second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the each remaining scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments installment of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.).

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 Revolving Loans to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) made after the Fourth Restatement Effective Date shall be applied to reduce the scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment(1) at Company’s option to either Revolving Loans or Tranche A Term Loans; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be (2) if applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company fails to specify the Loans to which any such prepayment shall be appliedTranche A Term Loans, such prepayment shall be applied first to repay outstanding Revolving Loans to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A (x) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof), or (y) in forward order of maturity (provided that any such prepayment may only be applied in forward order of maturity to each remaining the extent that scheduled installment installments of principal against which such prepayments are to be applied are due on or prior to the date which is one year from the date of such prepayment), or (z) in inverse order of maturity, at Company’s option, in each case as specified by Company in the applicable notice of prepayment; and (3) if applied to Revolving Loans, first to repay outstanding Revolving Loans which are not Acquisition Loans to the full extent thereof, and second to repay outstanding Acquisition Loans and to reduce the Acquisition Loan Commitments in the amount of such prepayment, so as to minimize the amount of any repayment of the Term Acquisition Loans set forth and any corresponding reduction of the Acquisition Loan Commitments. Any voluntary reduction of Revolving Loan Commitments pursuant to subsection 2.4B(ii) shall be applied first to reduce the Revolving Loan Commitments, to the extent they exceed the Acquisition Loan Commitments, to the full extent of such excess, and second to reduce the remaining Revolving Loan Commitments (and Acquisition Loan Commitments) in subsection 2.4A.the remaining amount of such reduction, so as to minimize the amount of any reduction of the Acquisition Loan Commitments.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company Borrower in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Revolving Swing Line Loans to the full extent thereof, second to repay outstanding Revolving Loans and/or LC Facility Loans and/or Synthetic Letter of Credit Loans, as the case may be, to the full extent thereof, and second third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Revolving Loans and the LC Facility Loans and the Synthetic Letter of Credit Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Revolving Loans and the LC Facility Loans and the Synthetic Letter of Credit Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any voluntary prepayments of Synthetic Letter of Credit Loans shall, to the extent of the excess of the Synthetic Letter of Credit Commitments (determined after giving effect to any reductions of the Synthetic Letter of Credit Commitments occurring simultaneously with such prepayments) over the Total Utilization of Synthetic Letter of Credit Commitments, be retained by Administrative Agent and applied to increase the amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit Lender’s Pro Rata Share of such excess. Any voluntary prepayments of Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce prepay all Term Loans on a pro rata basis (in accordance with the scheduled installments of principal Dollar Equivalent of the Term Loans as specified by Company in the applicable Notice of Prepayment respective outstanding principal amounts thereof) and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the all Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the Dollar Equivalent of the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the such Term Loans set forth in subsection 2.4A.2.4A. The Canadian Dollar Equivalent of the portion of any voluntary prepayments allocable to the Supplemental Canadian Dollar Term B Loans in accordance with the immediately preceding sentence shall be paid to Administrative Agent in Canadian Dollars.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any Subject to the provisions of subsection 2.4D, any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Term Loans; after the Term Loans are repaid in full the Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company fails to specify the Loans to which any such prepayment Commitments shall be applied, such prepayment shall be applied first to repay terminate and all outstanding Revolving Loans shall be paid in full and all Letters of Credit shall be terminated or cash collateralized in a manner satisfactory to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereofIssuing Lender. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce prepay the scheduled installments of principal of the outstanding Tranche A Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Tranche B Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) ). Any voluntary prepayments of Tranche A Term Loans and/or Tranche B Term Loans shall be applied to each remaining reduce the scheduled installment installments of principal of the Tranche A Term Loans and Tranche B Term Loans set forth in subsection 2.4A.subsections 2.4A(i)-(ii), respectively, in inverse order of maturity; provided, however, that Borrower, at its option, may apply such voluntary prepayments first to reduce the immediately succeeding two scheduled installments of principal of Tranche A Term Loans and Tranche B Term Loans set forth in subsections 2.4A(i)- (ii), respectively, and second, to the extent of any remaining portion of such voluntary prepayments, to reduce the scheduled installments of principal of Tranche A Term Loans and Tranche B Term Loans set forth in subsections 2.4A(i)- (ii), respectively, in inverse order of maturity.

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice notice of Prepaymentprepayment; provided that all such (i) any voluntary prepayments shall, irrespective of any application specified by Company, first Tranche A Term Loan or Tranche B Term Loan shall be applied ratably to the Tranche A Term Loans and the Tranche B Term Loans and shall be applied to repay the scheduled installments thereof in the inverse order of maturity; (ii) any amounts owing voluntary prepayments of the Acquisition Term Loans shall be applied first in forward order of maturity to Issuing Lenders reduce scheduled installments thereof due in the next succeeding twelve months and thereafter shall be applied to the failure scheduled installments thereof in the inverse order of any Revolving Lender to maturity; and (Aiii) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that 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 the outstanding Revolving Loans to the full extent thereof, and second ; third to repay outstanding Acquisition Term Loans to the full extent thereof. Any voluntary prepayments of the ; and fourth to repay outstanding Tranche A Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the and Tranche B Term Loans as specified by Company in to the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts full extent thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A..

Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company the applicable Borrower in the applicable Notice notice of Prepaymentprepayment; provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied to repay any amounts owing to Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in the event Company such Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first first, if applicable, to repay such Borrower’s outstanding Swing Line Loans to the full extent thereof (without a corresponding reduction of the Revolving Loan Commitment Amount), second to repay such Borrower’s outstanding Revolving Loans to the full extent thereof, and second third to repay such Borrower’s outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce prepay the scheduled installments of principal of the Tranche A Term Loans as specified by Company in the applicable Notice of Prepayment and if no application is specified, such voluntary prepayment shall be applied to reduce the scheduled installments of principal of the any Incremental Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to each remaining reduce the scheduled installment installments of principal of the Tranche A Term Loans set forth in subsection 2.4A.2.4A(i) and the Incremental Term Loans set forth in any applicable Incremental Assumption Agreement for the next succeeding four Fiscal Quarters in direct order of maturity and thereafter shall reduce each of the remaining scheduled installments of principal of the Tranche A Term Loans or the Incremental Term Loans, as the case may be, set forth in subsection 2.4A(i) or the applicable Incremental Assumption Agreement, respectively, on a pro rata basis.