Common use of Application of Voluntary Prepayments Clause in Contracts

Application of Voluntary Prepayments. 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, 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 Term Loans to the full extent thereof, second to repay outstanding Swing Line 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) 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 scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment.

Application of Voluntary Prepayments. 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, 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 Term Swing Line Loans to the full extent thereof, second to repay outstanding Swing Line Revolving Loans to the full extent thereof, and third to repay outstanding Revolving 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 set forth in subsection 2.4A 2.4A, first, to the next four scheduled installments in direct order of maturity, and then second, to all such remaining installments on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment.

Application of Voluntary Prepayments. 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, 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 Term Loans to the full extent thereof, second to repay outstanding Swing Line Loans to the full extent thereof, and third to repay outstanding Revolving Loans to the full extent thereof. Any voluntary prepayments of the Initial Term Loans and any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans based on the applicable remaining principal repayment amounts due thereunder pursuant to subsection 2.4B(i) shall be applied to the unpaid principal repayment amounts due in respect of such Loans to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A as directed by Company or, in the absence of such direction, first, to the next eight scheduled installments in direct order of maturity, second, to all such remaining installments (other than the final scheduled installment) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment and third, to the final scheduled installment of principal of the Loans set forth in subsection 2.4A; provided that, subject to the pro rata application to principal repayment amounts set forth in subsection 2.4A within any Class of Loans, the Company may allocate such prepayment in its sole discretion among the Class or Classes of Loans as the Company may specify, subject only to the limitation that the Company shall not allocate any such voluntary prepayment 509265-1822-13506-Active.15159325.22 to Extended Term Loans of any Extension Series or Refinancing Term Loans of any Refinancing Series unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining principal repayment amounts set forth in subsection 2.4A due in respect thereof, of Loans of the Existing Class or Classes, if any, from which such Extended Term Loans were converted (or such Loans of the Existing Class or Classes have otherwise been paid in full).

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, be applied in the following priority to repay any amounts owing to (i) firstany voluntary prepayments of any Tranche A -------- Term Loan, Swing Line Lender due Tranche B Term Loan or Tranche C Term Loan shall be applied ratably to the failure Tranche A Term Loans, Tranche B Term Loans and the Tranche C Term Loans and shall be applied to the scheduled installments thereof in the inverse order 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 maturity; (ii) second, Issuing Lenders any voluntary prepayments of the Acquisition Term Loans shall be applied first in forward order of maturity to 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, and funds remain after being applied in accordance with this subsection 2.4B(iv)(a), such prepayment shall be applied first to repay outstanding Term Swing Line ----- Loans to the full extent thereof, second to repay the outstanding Swing Line Revolving ------ Loans to the full extent thereof, and ; third to repay outstanding Revolving Acquisition ----- Term Loans to the full extent thereof. Any voluntary prepayments of the ; and fourth to repay outstanding ------ Tranche A Term Loans, Tranche B Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the and Tranche C Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with to the respective outstanding principal amounts full extent thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment.

Application of Voluntary Prepayments. Any voluntary prepayments pursuant Subject to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that all such voluntary prepayments shallSection 2.12(d), irrespective any prepayment of any application specified by Company, 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 Term 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 Term Loans to the full extent thereof, second to repay outstanding Swing Line 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) Section 2.10 shall be applied to the Closing Date Term Loans, any Incremental Term Loans, the Permitted Pari Passu Indebtedness (determined pro rata on the basis of the aggregate outstanding principal amount of the Closing Date Term Loans, Incremental Term Loans and Permitted Pari Passu Indebtedness at such time; provided that the portion of such prepayment allocated to Permitted Pari Passu Indebtedness shall not exceed (but may be less than) the amount required to be allocated to such Permitted Pari Passu Indebtedness pursuant to the terms thereof, and the remaining amount, if any, shall be allocated to the Closing Date Term Loans and Incremental Term Loans in accordance with the terms hereof) and otherwise in accordance with the respective outstanding principal amounts thereof and applied to reduce the scheduled remaining installments and payments at final maturity thereof as specified by the Borrower Representative in the applicable notice of prepayment. Net Cash Proceeds applied to prepay or repurchase Permitted Pari Passu Indebtedness (to the extent the terms of such Permitted Pari Passu Indebtedness requires the Borrowers to prepay or make an offer to purchase such Indebtedness with such Net Cash Proceeds), shall not exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction (A) the numerator of which is the outstanding principal amount of such Permitted Pari Passu Indebtedness and (B) the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Indebtedness plus the outstanding principal amount of all other Term Loans. Absent any direction from the Borrower Representative, any prepayment pursuant to Section 2.10 shall be applied to the remaining installments under the Closing Date Term Loans set forth in subsection 2.4A on a and any Incremental Term Loans pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment in direct order of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepaymentmaturity.