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, 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 amounts carried forward (it being understood that, if $15,000,000 were carried forward to any Fiscal Year, $20,000,000 would be available in the Non-Pro Rata Basket in such 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 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 thereof set forth in subsection 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).

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, however, provided that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied exclusively to repay any amounts owing to Issuing Lenders due to the Tranche A Term Loans 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 among the Tranche A Term Loans and the Tranche B Term Loans on (B) fund 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 participation in any Fiscal Year being available for use such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that in succeeding Fiscal Years in an amount not to exceed $15,000,000 in the aggregate for all such amounts carried forward (it being understood that, if $15,000,000 were carried forward to any Fiscal Year, $20,000,000 would be available in the Non-Pro Rata Basket in such 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 third second 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 thereof 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(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, 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, however, provided 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 amounts carried forward (it being understood that, if $15,000,000 were carried forward to any Fiscal Year, $20,000,000 would be available in the Non-Pro Rata Basket in such 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 thereofthereof (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 third to repay outstanding Term Loans to the full extent thereof and thereof. Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Tranche A B Term Loans and the Tranche B any Incremental 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 and to reduce the scheduled installments of principal thereof of the Tranche B Term Loans set forth in subsection 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 2.4A(ii)the applicable Incremental Assumption Agreement, as the case may be, (i) first, in forward chronological order for the next succeeding 12 months and (ii) thereafterrespectively, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof)basis.

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 to repay the Term Loans; after the Term Loans are repaid in full the applicable Notice Revolving Loan Commitments shall terminate and all outstanding Revolving Loans shall be paid in full and all Letters of Prepayment; provided, however, that Credit shall be terminated or cash collateralized in a manner satisfactory to Issuing Lender. Any voluntary prepayments applied exclusively to of the Tranche A Term Loans or among pursuant to subsection 2.4B(i) shall be applied to prepay the outstanding 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 amounts carried forward (it being understood that, if $15,000,000 were carried forward to any Fiscal Year, $20,000,000 would be available in the Non-Pro Rata Basket in such 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 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 Tranche A Term Loans pursuant to subsection 2.4B(i) and/or Tranche B Term Loans shall be applied to reduce the scheduled installments of principal thereof of the Tranche A Term Loans and Tranche B Term Loans set forth in subsection 2.4A(i) or 2.4A(iisubsections 2.4A(i)-(ii), as the case may be, (i) firstrespectively, in forward chronological inverse order for of maturity; provided, however, that Borrower, at its option, may apply such voluntary prepayments first to reduce the next immediately succeeding 12 months two scheduled installments of principal of Tranche A Term Loans and Tranche B Term Loans set forth in subsections 2.4A(i)- (ii) thereafter), on a pro rata basis 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 accordance with the respective outstanding principal amounts thereof)inverse order of maturity.