Common use of Application of Mandatory Prepayments of Term Loans by Order of Maturity Clause in Contracts

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans on a pro rata basis and (y) to reduce the unpaid scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv) on a pro rata basis; provided that, at Company's election, mandatory prepayments of the Tranche A Term Loans made with Net Asset Sale Proceeds from California Asset Sales (other than Asset Sales of Related Assets) in excess of the first $33,800,000 received may be applied to reduce the unpaid scheduled 73 81 installments of principal of the Tranche A Term Loans in forward order of maturity up to a maximum aggregate reduction for all such future scheduled installments of $50,000,000 at any time; provided, further that, in the case of Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification prior to such receipt that Company has elected to give the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders the right to waive such Lenders' right to receive such prepayment (the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such receipt and the amount of the prepayment to be applied to each such Lender's Term Loans; provided, still further that Company shall use its reasonable efforts to notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayments (it being understood that Company shall have no liabilities for failing to so notify such Lenders). In the event any such Tranche B Term Lender, Tranche C Term Lender or Tranche D Term Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, such Lender shall so advise Agent no later than the close of business on the date of such notice from Agent. In the event that any such Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply (i) 100% of amount so waived constituting Net Asset Sale Proceeds received from the sale of any Excess California Land or California Stores and (ii) 50% of any other amount so waived, to prepay the Tranche A Term Loans. Agent shall return the remainder of the amount so waived, if any, by such Lender to Company.

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D B Term Loans on a pro rata basis and basis; (y) to reduce the unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) due in the 24-month period immediately succeeding such mandatory prepayment in forward order; and (z) to reduce the unpaid scheduled installments of principal of the Tranche B Term Loans and the unpaid scheduled installments of principal of the Tranche A Term Loans (after giving effect to clause (y) above) set forth in subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv2.4A(ii) on a pro rata basis; provided that, at Company's election, mandatory prepayments of the Tranche A Term Loans made with Net Asset Sale Proceeds from California Asset Sales (other than Asset Sales of Related Assets) in excess of the first $33,800,000 received may be applied to reduce the unpaid scheduled 73 81 installments of principal of the Tranche A Term Loans in forward order of maturity up to a maximum aggregate reduction for all such future scheduled installments of $50,000,000 at any time; provided, further that, in the case of Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Administrative Agent written notification prior to such receipt that Company has elected to give the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders the right to waive such Lenders' right to receive such prepayment (the "WAIVABLE MANDATORY PREPAYMENT"), Administrative Agent shall notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such receipt and the amount of the prepayment to be applied to each such Lender's Term Loans; provided, still further that Company shall use its reasonable efforts to notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Administrative Agent of such Waivable Mandatory Prepayments (it being understood that Company shall have no liabilities for failing to so notify such Lenders). In the event any such Tranche B Term Lender, Tranche C Term Lender or Tranche D Term Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, such Lender shall so advise Administrative Agent no later than the close of business on the date of such notice from Administrative Agent. In the event that any such Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Administrative Agent shall apply (i) 10050% of the amount so waived constituting Net Asset Sale Proceeds received from the sale of any Excess California Land or California Stores and (ii) 50% of any other amount so waived, to prepay the Tranche A Term Loans. Administrative Agent shall return the remainder of the amount so waived, if any, by such Lender to Company.

Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to each Type of Term Loan on a pro rata basis, (y) in the case of any mandatory prepayments to be applied to the Tranche A Term Loans from Selected Asset Proceeds pursuant to clause (A) of subsection 2.4B(iii)(a) or from Initial Net Debt Proceeds pursuant to clause (1) of subsection 2.4B(iii)(b), to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) in forward order of maturity for up to the immediately succeeding twelve-month period, and (z) in the case of any mandatory prepayments to be applied to the Tranche A Term Loans from the proceeds of the Tranche E Term Loans, the Tranche B Term Loans, the Tranche C F Term Loans and the Tranche D G Term Loans on a pro rata basis pursuant to the second sentence of subsection 2.4B(iii)(b), to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) in forward order of maturity, and (y) in the case of all other mandatory prepayments, to reduce the unpaid scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv2.4A(i)-(vii) on a pro rata basis; provided that, at Company's election, mandatory prepayments of the Tranche A Term Loans made with Net Asset Sale Proceeds from California Asset Sales (other than Asset Sales of Related Assets) in excess of the first $33,800,000 received may be applied to reduce the unpaid scheduled 73 81 installments of principal of the Tranche A Term Loans in forward order of maturity up to a maximum aggregate reduction for all such future scheduled installments of $50,000,000 at any time; provided, further that, in the case of Tranche B Term Loans, Tranche C Term Loans and other than the Tranche D A Term Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification prior to such receipt that Company has elected to give the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D such Term Lenders the right to waive such Lenders' right to receive such prepayment (the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D such Term Lenders of such receipt and the amount of the prepayment to be applied to each such Lender's Term Loans; provided, provided still further that Company shall use its reasonable efforts to notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D such Term Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayments (it being understood that Company shall have no liabilities for failing to so notify such Lenders). In the event any such Tranche B Term Lender, Tranche C Term Lender or Tranche D Term Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, such Lender shall so advise Agent no later than the close of business on the date of such notice from Agent. In the event that any such Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply (i) 10050% of the amount so waived constituting Net Asset Sale Proceeds received from the sale of any Excess California Land or California Stores and (ii) 50% of any other amount so waived, by such Lender to prepay the Tranche A Term LoansLoans and to reduce unpaid scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A(i) on a pro rata basis. Agent shall return the remainder of the amount so waived, if any, waived by such Lender to Company."; and (3) by deleting the first sentence of subparagraph (c) thereof in its entirety and by substituting therefor the following: "Considering each Type of Loan being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D."