Common use of Order of Payments Clause in Contracts

Order of Payments. Except as may be otherwise set forth with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, or any Incremental Amendment, (i) each prepayment of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding, except that the Borrower may direct that any proceeds of Refinancing Term Loans or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrower (provided that any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans); (ii) with respect to each Class of Term Loans, each prepayment pursuant to this Section 2.12 shall be applied as directed by the Borrower (or in the absence of direction from the Borrower, ratably to remaining installments of Term Loans and (iii) each such prepayment shall be paid to the Lenders of each Class of Term Loans in accordance with their respective Pro Rata Shares of such prepayment.

Order of Payments. Except as may be otherwise set forth with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, or any Incremental Amendment, (i) each prepayment of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding, except that the Borrower may direct that any proceeds of Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrower (provided that any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans); (ii) with respect to each Class of Term Loans, each prepayment pursuant to clauses (a) and (b) of this Section 2.12 shall be applied as directed by in direct order of maturity for the Borrower (or in [REDACTED – Time Period] following the absence of direction from the Borrowerprepayment event and thereafter, ratably to remaining installments of Term Loans and (iii) each such prepayment shall be paid to the Appropriate Lenders of each Class of Term Loans in accordance with their respective Pro Rata Shares of such prepayment.

Order of Payments. Except as may be otherwise set forth with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Request or any Incremental Amendment, (i) each prepayment of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding, except that the Borrower may direct that any proceeds of Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrower (provided that any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans); (ii) with respect to each Class of Term Loans, each prepayment pursuant to clauses (a) and (b) of this Section 2.12 shall be applied to the remaining installments as directed by the Borrower (or and, if not so directed, in the absence direct order of direction from the Borrower, ratably to remaining installments of Term Loans maturity) and (iii) each such prepayment shall be paid to the Appropriate Lenders of each Class of Term Loans in accordance with their respective Pro Rata Shares of such prepayment.

Order of Payments. Except as may be otherwise set forth with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, or any Incremental Amendment, (i) each prepayment of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding, except that the Borrower may direct that any proceeds of Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrower (provided that any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans); (ii) with respect to each Class of Term Loans, each prepayment pursuant to clauses (a) and (b) of this Section 2.12 shall be applied as directed by in direct order of maturity for the Borrower (or in 24 months following the absence of direction from the Borrowerprepayment event and thereafter, ratably to remaining installments of Term Loans and (iii) each such prepayment shall be paid to the Appropriate Lenders of each Class of Term Loans in accordance with their respective Pro Rata Shares of such prepayment.

Order of Payments. Except as may be otherwise set forth with respect to Term Loans incurred in connection with any Refinancing Amendment, Term Loan Extension RequestAmendment, or any Incremental Amendment, (i) each prepayment of Term Loans pursuant to this Section 2.12 4.2 shall be applied ratably to each Class of Term Loans then outstanding, unless such ratable payment between Classes of Term Loan would result in adverse Tax consequences to Holdings or any of its Subsidiaries as determined in good faith by the Borrower (which determination will be conclusive and binding), in which case such payment shall be allocated as directed by the Borrower, except that the Borrower may direct that any proceeds of Refinancing Term Loans or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrower (provided that any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans); (ii) with respect to each Class of Term Loans, each prepayment pursuant to this Section 2.12 4.2(a) shall be applied as directed by to the scheduled installments of principal thereof (following the date of prepayment) in a manner determined at the sole discretion of the Borrower (or and specified to the Agent and, if not specified, in the absence direct order of direction from the Borrower, ratably to remaining installments of Term Loans maturity; and (iii) each such prepayment shall be paid to the applicable Lenders of each Class of Term Loans in accordance with their respective Pro Rata Shares of such prepayment; provided that if no Lender exercises the right to waive a given mandatory prepayment of Term Loans pursuant to this Section 4.2, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are Base Rate Term Loans to the full extent thereof before application to Term Loans that are LIBOR Term Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 5.4.