Common use of Application of Prepayments and Repayments; Payment of Breakage Fees, Etc Clause in Contracts

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, if and when applicable), and second, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16). All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject Absent a prior written direction from Borrower to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each apply any repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities facility, each such repayment shall be first applied to reduce the Revolver Loan Commitment (including pro rata and, to any Incremental Term the extent as a result thereof the Revolver Loan Facility, if and when applicable), and secondCommitment exceeds the then outstanding principal balance of the Revolver Loans plus the amount of the Letter of Credit Liability, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)). After the Revolver Loan Facility is repaid and the Revolver Loan Commitment reduced in full, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied to the principal balance of Term Loan Facility. All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans or Quoted Rate Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans and then to such Quoted Rate Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct; provided however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans. Each At any time the CoBank Cash Management Agreement is not in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, if and when applicable), and second, to repay the Swingline Loans and third to repay the Revolver Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16). At any time the CoBank Cash Management Agreement is in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, if and when applicable), and second, to repay the Revolver Loans (other than the Swingline Loans) (or reduce the Letter of Credit Liability pursuant to Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16)) and third to repay the Swingline Loans. All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Term Loan B B, the Term Loan C or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject All repayments made pursuant to Subsections 1.7(B) through (E) shall be applied first pro rata among Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the last sentence succeeding paragraph of this Subsection 1.8, all second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) to be applied to of the Term Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, first pro rata to the Loans outstanding principal balance of under the Term Loan Facilities (including pro rata to any A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, if and when applicable)subject to the succeeding paragraph of this subsection 1.8, and second, second pro rata to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR applicable type of Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall selectdetermine. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loan A, the Term Loan B or any Incremental Term Loan Loans shall be applied to principal installments in the inverse order of maturity; provided . Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that Borrower may direct is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in writing that the case of any prepayment made pursuant to Subsection 1.7(A) ), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan Facilities be applied pro rata first, to up to B by the next two (2) scheduled principal payments on each Requisite Lenders of the Term Loan Facilities and secondB Commitment or, pro rata across if an when applicable, with respect to the remaining scheduled principal payments Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan FacilitiesB Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct; provided however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans. Each At any time the CoBank Cash Management Agreement is not in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including A-2 Facility, second, pro rata to the outstanding Term Loan A-1 Facility, third, pro rata to any Incremental Term Loan Facility, if and when applicable), fourth, to repay the Swingline Loans and secondfifth, to repay the Revolver Loans (or reduce the Letter of Credit Liability Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16). At any time the CoBank Cash Management Agreement is in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan A-2 Facility, second, pro rata to the outstanding Term Loan A-1 Facility, third, pro rata to any Incremental Term Loan Facility, if and when applicable, fourth, to repay the Revolver Loans (other than the Swingline Loans) (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16)) and fifth to repay the Swingline Loans. All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder (and assignments pursuant to Subsection 1.12) shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan AA-1, the Term Loan B A-2 or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan FacilitiesFacilities in inverse order of maturity.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject All repayments made pursuant to Subsections 1.7(B) through (E) shall be applied first pro rata among Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the last sentence succeeding paragraph of this Subsection 1.8, all second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) to be applied to of the Term Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, first pro rata to the Loans outstanding principal balance of under the Term Loan Facilities (including pro rata to any A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, if and when applicable)subject to the succeeding paragraph of this subsection 1.8, and second, second pro rata to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR applicable type of Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall selectdetermine. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loan A, the Term Loan B or any Incremental Term Loan Loans shall be applied to principal installments in the inverse order of maturity; provided . Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that Borrower may direct is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in writing that the case of any prepayment made pursuant to Subsection 1.7(A) ), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan Facilities be applied pro rata first, to up to B by the next two (2) scheduled principal payments on each Requisite Lenders of the Term Loan Facilities B Commitment or, if and secondwhen applicable, pro rata across with respect to the remaining scheduled principal payments Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan FacilitiesB Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the Third Amended and Restated Credit Agreement/D&E Communications, Inc. date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject Absent a prior written direction from Borrower to the last sentence of this Subsection 1.8, all prepayments apply any repayment made pursuant to Subsection 1.7(A1.7(B) through (D) to the principal balance of the Term Loan facility, each such repayment shall be first applied to reduce the Loans shall be applied Revolver Loan Commitment (and, to the extent as Borrower shall directa result thereof the Revolver Loan Commitment exceeds the then outstanding principal balance of the Revolver Loans, to repay the Revolver Loans). Each After the Revolver Loan Facility is repaid and the Revolver Loan Commitment reduced in full, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, if and when applicable), and second, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16). All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans or Quoted Rate Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans and then to such Quoted Rate Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsection 1.7(B) through (DE) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to A Facility and any Incremental Term Loan Facility, Facility (if and when applicable), second, to the outstanding principal balance of the Fixed Term Loan Facility (provided however, that after the Fixed Term Loan Termination Date, the Fixed Term Loan Facility will be repaid pro rata with the Term Loan A Facility and secondany Incremental Term Loan Facility), and third, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)Loans. All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a such Base Rate Loans, LIBOR Loans, Quoted Rate Loans or Fixed Term Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a such Base Rate Loan Loans, and then, after payment in full of all Base Rate Loans, to such LIBOR Loans, and then to the Fixed Term Loan, and then to such LIBOR Loans Quoted Rate Loans, in each case as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder (and assignments pursuant to Subsection 1.12) shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Fixed Term Loan B or any Incremental Term Loan shall be applied to reduce the remaining principal installments under the Term Loan A, the Fixed Term Loan or any Incremental Term Loan in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsection 1.7(B) through (DE) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to A Facility and any Incremental Term Loan Facility, Facility (if and when applicable), second, to the outstanding principal balance of the Fixed Term Loan Facility (provided however, that after the Fixed Term Loan Termination Date, the Fixed Term Loan Facility will be repaid pro rata with the Term Loan A Facility and secondany Incremental Term Loan Facility), and third, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)Loans. All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a such Base Rate Loan or such of the Loans and LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a such Base Rate Loan Loans and then then, after payment in full of all Base Rate Loans, to such LIBOR Loans Loans, in each case as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Fixed Term Loan B or any Incremental Term Loan shall be applied to reduce the remaining principal installments under the Term Loan A, the Fixed Term Loan or any Incremental Term Loan in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall directdirect (provided, however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans), and shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. Each repayment made pursuant to Subsection 1.7(B) through (D1.7(E) shall be applied first, to all fees and expenses of Administrative Agent, second, to all applicable Breakage Fees and accrued interest on the amount repaid, third, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental A Facility and the Term Loan B Facility, if and when applicable), and secondfourth, to repay the Revolver Revolving Loans (or reduce other than the Letter of Credit Liability pursuant Swingline Loans) and fifth, to Subsection 1.16)repay the Swingline Loans. All prepayment and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR applicable type of Loans of a Facility as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan Loans and then to such LIBOR Loans or the Term Loan A as Administrative Agent Borrower and CoBank shall select. All agree (in the absence of agreement, such prepayments and repayments required or permitted hereunder shall be accompanied by payment applied to the LIBOR Loans and the Term Loan A on which the lowest amount of all applicable Breakage Fees and accrued interest on the amount prepaid or repaidwould be due). All prepayments and repayments applied to the Term Loan A, B shall be applied to reduce the remaining principal installments under the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. Subject to the last sentence of this Subsection 1.8, all All prepayments pursuant to Subsection 1.7(A) to be applied to the Loans pursuant to Subsection 1.7(A) shall be applied as Borrower shall direct. Each Absent a prior written direction from Borrower to apply the Net Proceeds of any repayment made pursuant to Subsection 1.7(B) through (D) shall be applied firstto reduce the Revolver Loan Commitment (and, pro rata to the extent as a result thereof the Revolver Loan Commitment exceeds the then outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, if and when applicable), and secondRevolver Loans plus the amount of the Letter of Credit Liability, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)), each such repayment shall be first applied to the principal balance of the Term Loan Facility (pro rata to any Incremental Term Loan Facility, if and when applicable) and then to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16). After the Revolver Loan Facility is repaid and the Revolver Loan Commitment reduced in full, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied to the principal balance of Term Loan Facility (pro rata to any Incremental Term Loan Facility, if and when applicable). All repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall select. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to the Term Loan A, the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity; provided that Borrower may direct in writing that any prepayment made pursuant to Subsection 1.7(A) to the Term Loan Facilities be applied pro rata first, to up to the next two (2) scheduled principal payments on each of the Term Loan Facilities and second, pro rata across the remaining scheduled principal payments of the Term Loan Facilities.