Common use of Prepayment Waterfall Clause in Contracts

Prepayment Waterfall. Each prepayment under this Section 2.8(b)(iv) shall be applied in the manner set forth in the Prepayment Waterfall; provided, however, that: (I) the Borrower shall be permitted to apply all or any part of the Net Proceeds of any prepayment event under this Section 2.8(b)(iv) as a repayment of Qualified Earlier Maturing Indebtedness in lieu of making such application pursuant to the Prepayment Waterfall; and (II) to the extent that any prepayment made in reliance on clause (I) is not applied (or permitted to be applied) to the 2022 CMBS Secured Indebtedness, such prepayment shall be applied to the Qualified Earlier Maturing Indebtedness in direct order of maturity (it being understood for this purpose that the amount of any scheduled debt amortization payments shall be treated as debt maturing on the date such amortization payment is due). To extent that the Borrower does not apply such Net Proceeds to the payment of Qualified Earlier Maturing Indebtedness or otherwise in accordance with this clause (D), such unapplied Net Proceeds shall be applied to the principal prepayment of the Pari Passu Bank Debt and the Facilities in the manner set forth in the Prepayment Waterfall.

Prepayment Waterfall. Each prepayment under this Section 2.8(b)(iv) shall be applied in the manner set forth in the Prepayment Waterfall; provided, however, that: that (I) the Borrower shall be permitted to apply all or any part of the Net Proceeds of any prepayment event under this Section 2.8(b)(iv) as a repayment of Qualified Earlier Maturing Indebtedness in lieu of making such application pursuant to the Prepayment Waterfall; and Waterfall and (II) to the extent that any prepayment made in reliance on clause (I) is not applied (or permitted to be applied) to the 2022 CMBS Secured Indebtedness, such prepayment shall be applied to the Qualified Earlier Maturing Indebtedness in direct order of maturity (it being understood for this purpose that the amount of any scheduled debt amortization payments shall be treated as debt maturing on the date such amortization payment is due). To extent that the Borrower does not apply such Net Proceeds to the payment of Qualified Earlier Maturing Indebtedness or otherwise in accordance with this clause (D), such unapplied Net Proceeds shall be applied to the principal prepayment of the Pari Passu Bank Debt and the Facilities in the manner set forth in the Prepayment Waterfall. As used herein, “Qualified Earlier Maturing Indebtedness” shall mean (i) solely in the case of Net Proceeds of an Equity Issuance or a Debt Issuance, the 2022 CMBS Secured Indebtedness and (ii) in the case of all Net Proceeds required to be prepaid pursuant to this Section 2.8(b)(iv), any Unsecured Indebtedness of Parent Guarantor or any of its Subsidiaries that (X) has a final maturity date prior to the Tranche A-2 Term Loan Maturity Date or (Y) includes scheduled amortization payments that are required prior to the Tranche A-2 Term Loan Maturity Date; provided that in the case of this clause (Y), such Indebtedness shall only constitute Qualified Earlier Maturing Indebtedness to the extent of the amount of such scheduled amortization payments that are required prior to Tranche A-2 Term Loan Maturity Date.”

Prepayment Waterfall. Each prepayment under this Section 2.8(b)(iv) shall be applied in the manner set forth in the Prepayment Waterfall; provided, however, that: that (I) the Borrower shall be permitted to apply all or any part of the Net Proceeds of any prepayment event under this Section 2.8(b)(iv) as a repayment of Qualified Earlier Maturing Indebtedness in lieu of making such application pursuant to the Prepayment Waterfall; and and (II) to the extent that any prepayment made in reliance on clause (I) is not applied (or permitted to be applied) to the 2022 CMBS Secured Indebtedness, such prepayment shall be applied to the Qualified Earlier Maturing Indebtedness in direct order of maturity (it being understood for this purpose that the amount of any scheduled debt amortization payments shall be treated as debt maturing on the date such amortization payment is due). To extent that the Borrower does not apply such Net Proceeds to the payment of Qualified Earlier Maturing Indebtedness or otherwise in accordance with this clause (D), such unapplied Net Proceeds shall be applied to the principal prepayment of the Pari Passu Bank Debt and the Facilities Loans in the manner set forth in the Prepayment Waterfall.

Prepayment Waterfall. Each prepayment under this Section 2.8(b)(iv) shall be applied in the manner set forth in the Prepayment Waterfall; provided, however, that: that (I) the Borrower shall be permitted to apply all or any part of the Net Proceeds of any prepayment event under this Section 2.8(b)(iv) as a repayment of Qualified Earlier Maturing Indebtedness in lieu of making such application pursuant to the Prepayment Waterfall; and Waterfall and (II) to the extent that any prepayment made in reliance on clause (I) is not applied (or permitted to be applied) to the 2022 CMBS Secured Indebtedness, such prepayment shall be applied to the Qualified Earlier Maturing Indebtedness in direct order of maturity (it being understood for this purpose that the amount of any scheduled debt amortization payments shall be treated as debt maturing on the date such amortization payment is due). To extent that the Borrower does not apply such Net Proceeds to the payment of Qualified Earlier Maturing Indebtedness or otherwise in accordance with this clause (D), such unapplied Net Proceeds shall be applied to the principal prepayment of the Pari Passu Bank Debt and the Facilities Loans in the manner set forth in the Prepayment Waterfall. As used herein, “Qualified Earlier Maturing Indebtedness” shall mean (i) solely in the case of Net Proceeds of an Equity Issuance or a Debt Issuance, the 2022 CMBS Secured Indebtedness and (ii) in the case of all Net Proceeds required to be prepaid pursuant to this Section 2.8(b)(iv), any Unsecured Indebtedness of Parent Guarantor or any of its Subsidiaries that (X) has a final maturity date prior to May 18, 2025 or (Y) includes scheduled amortization payments that are required prior to May 18, 2025; provided that in the case of this clause (Y), such Indebtedness shall only constitute Qualified Earlier Maturing Indebtedness to the extent of the amount of such scheduled amortization payments that are required prior to May 18, 2025.”