Common use of Notice and Application of Prepayments Clause in Contracts

Notice and Application of Prepayments. (i) The Borrower shall give notice to Administrative Agent of any mandatory prepayment of the Loans pursuant to Section 1.8(c), (d), or (e), one (1) Business Day prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), or (e), as the case may be (each, a “Prepayment Date”). Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s pro rata share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to Administrative Agent by 11:00 a.m., on the date that is one (1) Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”). If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Loans. Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately notify the Borrower of such election. Any prepayment declined by a Declining Lender may be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes not prohibited herein) (such declined payment, the “Declined Amount”). (ii) Subject to Section 1.10(c) and except as may otherwise be set forth in any amendment governing an Incremental Facility or any Extension Offer with respect to any Extended Term Loan, all prepayments pursuant to Sections 1.7(a)(to the extent not otherwise directed by the Borrower pursuant to Section 1.7(a)), 1.8(c), 1.8(d), or 1.8(e) shall be applied first to prepay the next eight (8) unpaid installments of the Term Loans in direct order of maturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof, until paid in full, third to prepay outstanding Swing Loans, until paid in full and fourth to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and following prepayment in full of the Revolving Loans to provide cash collateral equal to 105% of the Letter of Credit Obligations. (iii) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof, and together with each prepayment of the Term Loan (other than those under Sections 1.8(a) and 1.8(e)), the Borrower shall pay the Prepayment Premium to the extent such prepayment is in connection with a Refinancing Event.

Notice and Application of Prepayments. (i) The Net Proceeds from any prepayment required under Section 1.6(b) other than from a Senior Debt Prepayment Event shall be applied in accordance with Section 1.8(d). (ii) In connection with any prepayment resulting from a Senior Debt Prepayment Event required under Section 1.6(b), the Borrower shall give provide at least three (3) Business Days’ (or such shorter period as is acceptable to the Administrative Agent) prior written notice (in form and substance reasonably acceptable to the Administrative Agent Agent) of any mandatory each such prepayment by the Borrower to the Administrative Agent, which notice (“Prepayment Notice”) shall specify the amount of the Loans prepayment and the subsection pursuant to Section 1.8(c), (d), or (e), one (1) Business Day prior to the date on which such payment prepayment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), or (e), as the case may be being made (each, a “Prepayment Date”); provided that the failure to give such notice shall not relieve the Borrower of its obligations to make such mandatory prepayments and the Borrower shall be permitted to make such mandatory prepayments. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Super Senior Term Loan Lender of the prepayment, the Prepayment Date and of such Super Senior Term Loan Lender’s pro rata share of the prepayment. Each Super Senior Term Loan Lender may elect (in its sole discretion) to decline or accept, as the case may be, all (but not less than allor any portion) of its pro rata share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to the Administrative Agent by no later than 11:00 a.m., a.m. on the date that is one (1) Business Day after immediately prior to the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”)Prepayment Date. If a Super Senior Term Loan Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Super Senior Term Loan Lender’s pro rata share of the total amount of such mandatory prepayment of Loansprepayment. Upon receipt by the Administrative Agent of such noticenotice of election, the Administrative Agent shall immediately notify the Borrower Borrowers of such election. At the Borrower’s election, the Borrower may include in the Prepayment Notice proposed line-item uses for the Net Proceeds in the event a Super Senior Term Loan Lender declines its pro rata share of Net Proceeds. Any prepayment amounts declined by a Declining any Super Senior Term Loan Lender may be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes not prohibited herein) (such declined payment, the “Declined Amount”). (ii) Subject to Section 1.10(c) and except as may otherwise be set forth in any amendment governing an Incremental Facility or any Extension Offer with respect to any Extended Term Loan, all prepayments pursuant to Sections 1.7(a)(to the extent not otherwise directed by the Borrower pursuant to Section 1.7(a)), 1.8(c), 1.8(d), or 1.8(e) shall be applied first to prepay the next eight (8) unpaid installments offered as a prepayment of the Existing Term Loans in direct order of maturity and then the same manner as set forth herein to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay all remaining installments of the Existing Term Loan pro rata against all Lenders; provided, however, in the event the Borrower included one or more proposed line-item uses in the Prepayment Notice, any such scheduled installments based upon declined Net Proceeds shall instead be used for such proposed line-item expenses to the respective amounts thereof, until paid in full, third to prepay outstanding Swing Loans, until paid in full and fourth to prepay outstanding Revolving Loans without permanent reduction extent such utilization is not inconsistent with the terms of the Aggregate Revolving Loan Commitment and following prepayment in full of the Revolving Loans to provide cash collateral equal to 105% of the Letter of Credit Obligationsthis Agreement. (iii) To Subject to Section 1.8(c) and, if applicable, Section 1.8(d), any prepayments of the extent permitted by the foregoing clauses, amounts prepaid Term Loans pursuant to Section 1.6(a) or (b) shall be applied first to any Base Rate prepay amounts otherwise payable in respect of the applicable Class of Term Loans then outstanding and then to outstanding LIBOR Rate Loans with on the shortest Interest Periods remaining. Maturity Date. (iv) Together with each prepayment under this payment made pursuant to Section 1.81.6, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof, and together with each prepayment the Administrative Agent (for the benefit of the Lenders) in cash all accrued but unpaid interest on the portion of the Term Loan (other than those under Sections 1.8(a) and 1.8(e)), the Borrower shall pay the Prepayment Premium Loans to the extent such prepayment is in connection with a Refinancing Eventbe prepaid.

Notice and Application of Prepayments. (i) The In connection with any prepayment required under Sections 1.6(b) or Section 1.6(c), the Borrower shall give provide written notice (in form and substance reasonably acceptable to the Administrative Agent Agent) of any mandatory each such prepayment by the Borrower to the Administrative Agent, which notice shall specify the amount of the Loans prepayment and the subsection pursuant to Section 1.8(c), (d), or (e), one (1) Business Day prior to the date on which such payment prepayment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), or (e), as the case may be being made (each, a “Prepayment Date”). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such LenderLxxxxx’s pro rata share Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline or accept, as the case may be, all (but not less than allor any portion) of its pro rata share Pro Rata Share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to the Administrative Agent by no later than 11:00 a.m., a.m. on the date that is one (1) Business Day after immediately prior to the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”)Prepayment Date. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such LenderLxxxxx’s pro rata share Pro Rata Share of the total amount of such mandatory prepayment of Loansprepayment. Upon receipt by the Administrative Agent of such noticenotice of election, the Administrative Agent shall immediately notify the Borrower of such election. Any prepayment amounts declined by a Declining any Lender may shall be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes its Subsidiaries, if any, and may be utilized in any manner not prohibited herein) (such declined payment, inconsistent with the “Declined Amount”)terms of this Agreement. (ii) Subject to Section 1.10(c) and except as may otherwise be set forth in any amendment governing an Incremental Facility or any Extension Offer with respect to any Extended Term Loan, all prepayments pursuant to Sections 1.7(a)(to the extent not otherwise directed by the Borrower pursuant to Section 1.7(a)), 1.8(c), 1.8(d), or 1.8(e) shall be applied first to prepay the next eight (8) unpaid installments of the Term Loans in direct order of maturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof, until paid in full, third to prepay outstanding Swing Loans, until paid in full and fourth to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and following prepayment in full of the Revolving Loans to provide cash collateral equal to 105% of the Letter of Credit Obligations. (iii) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment payment under this Section 1.81.6, the Borrower shall pay accrued but unpaid interest (including any amounts required pursuant to Section 10.4 hereof, and together with each prepayment PIK Interest) on the portion of the Term Loan (other than those under Sections 1.8(a) and 1.8(e)), the Borrower shall pay the Prepayment Premium Loans to the extent such prepayment is be prepaid in connection with a Refinancing Eventcash.

Notice and Application of Prepayments. (i) The Borrower shall give notice to Administrative Agent of any mandatory prepayment of the Loans pursuant to Section 1.8(c), (d), ) or (e), one (1) Business Day prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), ) or (e), as the case may be (each, a “Prepayment Date”). Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s pro rata share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to Administrative Agent by 11:00 a.m., on the date that is one (1) Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”). If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Loans. Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately notify the Borrower of such election. Any prepayment declined by a Declining Lender may shall be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes not prohibited herein) herein (such declined payment, the “Declined Amount”). (ii) Subject to Section 1.10(c) and except as may otherwise be set forth in any amendment governing an Incremental Facility Term Loan or any Extension Offer with respect to any Extended Term Loan, all prepayments pursuant to Sections 1.7(a)(to the extent not otherwise directed by the Borrower pursuant to Section 1.7(a)), 1.8(c), 1.8(d), ) or 1.8(e) shall be applied first to prepay the next eight (8) unpaid installments of the Term Loans in direct order of maturity and then to prepay all remaining installments of the Term Loans on a pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof, basis until paid in full, third to prepay outstanding Swing Loans, until paid in full and fourth to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and following prepayment in full of the Revolving Loans to provide cash collateral equal to 105% of the Letter of Credit Obligations. (iii) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof, and together with each prepayment of the Term Loan Loans (other than those under Sections 1.8(a), 1.8(c)(ii) and 1.8(e)), the Borrower shall pay the Prepayment Premium; provided that no Prepayment Premium shall apply with respect to any prepayment made with “Declined Amounts” under the First Lien Credit Agreement, other than any such prepayment pursuant to Section 1.8(c)(i) (to the extent such prepayment is in connection with a Refinancing EventDisposition was not otherwise permitted hereunder) and Section 1.8(d) (to which the Prepayment Premium shall apply).