Common use of Application of Mandatory Prepayments by Type of Loans Clause in Contracts

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order of maturity, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Revolving Loan Commitments by the amount thereof, and if the Total Utilization of Revolving Loan

Application of Mandatory Prepayments by Type of Loans. Any ----------------------------------------------------- amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(f) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondthird, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving LoanLoan Commitments to the full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the AXELs under the AXEL Credit Agreement or the Revolving Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4A(iii)(a)-(e) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the AXELs under the AXEL Credit Agreement to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order and to further permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondand third, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments by to the amount thereof, full extent thereof and if to cash collateralize any Letters of Credit outstanding (with any such amounts held in the Total Utilization Collateral Accounts pursuant to the Intercreditor Agreement). Any prepayments of the Revolving LoanLoans under subsection 2.4A(iii)(f) shall be applied to reduce the Revolving Loans.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT"“Applied Amount”) required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(f) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Tranche A Term Loans to the full extent thereof (provided, however, that Company shall apply any such amounts which are also required to be applied to repayment of the AXELs under the AXEL Credit Agreement to the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amounts thereof, subject to the provisions of subsection 2.4B(iv)(d)), second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondthird, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving LoanLoan Commitments to the full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or and a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4A(iii)(a)- (e) shall be applied applied, (1x) during in the period from the Closing Date to but excluding the Merger Datecase of Company, first FIRST to prepay outstanding Tender Loans, if any, the Swing Line Loans to the full extent thereofthereof and to permanently reduce the Domestic Revolving Loan Commitments by the amount of such prepayment, secondand SECOND, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Domestic Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order and to further permanently reduce the Domestic Revolving Loan Commitments by the amount of maturitysuch prepayment, secondand THIRD, to the extent of any remaining portion of the Applied Amount, to further permanently reduce on a pro rata basis the UK Revolving Loan Commitments, the French Revolving Loan Commitments and the Japanese Revolving Loan Commitments to the full extent thereof, and (y) in the case of any Borrower other than Company, FIRST to prepay the Revolving Loans of that Borrower to the full extent thereof and to further permanently reduce the Revolving Loan Commitments of that Borrower by the amount of such prepayment and SECOND, to the extent of any remaining portion of the Applied Amount, to further permanently reduce on a pro rata basis the Revolving Loan Commitments of each of the other Borrowers to the full extent thereof, and if the Total Utilization of Revolving Loan.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the AXELs under the AXEL Credit Agreement or the Revolving Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4A(iii)(a)-(e) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the AXELs under the AXEL Credit Agreement to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order and to further permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondand third, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments by to the full extent thereof and to cash collateralize any Letters of Credit outstanding (with any such amounts held in the Collateral Accounts pursuant to the Intercreditor Agreement). Any prepayments of the Revolving Loans under subsection 2.4A(iii)(f) shall be applied to reduce the Revolving Loans. REVOLVING LOAN CREDIT AGREEMENT EXECUTION 53 61 (c) Application of Prepayments to Base Rate Loans and Eurodollar Rate Loans. Considering Revolving Loans being prepaid, any prepayment thereof shall be applied first to Base Rate Loans, to the full extent thereof before application to Eurodollar Rate Loans, in a manner which minimizes the amount thereof, and if the Total Utilization of Revolving Loanany payments required to be made by Company pursuant to subsection 2.6D.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit Loan Commitments and/or the Revolving Acquisition Term Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the ratable prepayment of the Tranche A Term Loans and the Tranche B Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Tender Period Revolving Facility Sublimit by prepayment of the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Acquisition Term Loans to the full extent thereof in inverse order of maturitythereof, secondand third, to the extent of any remaining portion of the Applied Amount, to the prepayment of the Revolving Loans and to permanently reduce the Revolving Loan Commitments by Commitment to the full extent thereof; provided, that the Company may elect to offer the Lenders with Tranche B Loans outstanding the opportunity to waive the right to receive the amount thereofof such mandatory prepayment, and if any such Lender so elects, 100% of the Total Utilization amount that would otherwise have been applied as a mandatory prepayment of Revolving Loansuch Lender's Tranche B Term Loan shall be applied to the prepayment of the Tranche A Term Loans.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) shall be applied (1) during the period from the Closing Date to but excluding the Merger Datefirst, first to prepay outstanding Tender Loans, if any, the Tranche B Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondthird, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving LoanLoan Commitments to the full extent thereof. Any mandatory prepayments of the Tranche B Term Loans pursuant to subsection 2.4B(iii) shall be applied on a pro rata basis to each scheduled installment of principal of the Tranche B Term Loans as set forth in subsection 2.4A that is unpaid at the time of such prepayment.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(f) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondand third, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, any Applied Amount shall be applied to prepay on a pro rata basis the Term Loans and the Revolving Loans and to permanently reduce the Revolving Loan Commitments by the amount thereof, and if of such prepayment of the Total Utilization of Revolving LoanLoans.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4C(iii)(a)-(h) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Tranche B Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturity, secondsuch prepayment and third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment; provided that Company may elect in writing to offer the Lenders with Tranche B Term Loans outstanding the opportunity to waive such right to receive the amount of such mandatory prepayment, and if any Lender so elects, 50% of the Total Utilization amount that would otherwise have been applied as a mandatory repayment of such Lender's Tranche B Term Loan shall be applied to the prepayment of the outstanding principal amount under, and a reduction in, the Revolving LoanLoan Commitments and the remaining 50% shall be retained by Company.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(g) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Tranche A Term Loans and Tranche B Term Loans to the full extent thereof, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to reduce the scheduled installments of principal of the Tranche A Term Loans and Tranche B Term Loans set forth in subsection 2.4A pro rata, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondthird, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving LoanLoan Commitments to the full extent thereof; provided that the Revolving Loan Commitments shall not be reduced below $15,000,000 in the aggregate by reason of any mandatory prepayments.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(j) shall be applied to first prepay the Term Loans on a pro rata basis (1) during the period from the Closing Date subject to but excluding the Merger Date, first to prepay outstanding Tender Loans, if anysubsection 2.4B (iv)(e)), to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order and to further permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondand third, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments by to the full extent thereof. Any amount thereof, and if the Total Utilization required to be applied as a mandatory repayment of Revolving LoanLoans pursuant to subsection 2.4B(iii)(m) shall be applied to prepay Revolving Loans. Any amount required to be applied as a mandatory prepayment pursuant to subsection 2.4B(iii)(n) shall be applied in accordance with terms of such subsection.

Application of Mandatory Prepayments by Type of Loans. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit Loan Commitments and/or the Revolving Acquisition Term Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) shall be applied (1) during the period from the Closing Date to but excluding the Merger Datefirst, first to prepay outstanding Tender Loans, if any, the ----- Acquisition Term Loans to the full extent thereof, second, to the extent ------ of any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof but without any reduction to the Revolving Loan Commitments, third, to the extent of any remaining portion ----- of the Applied Amount, to prepay the Revolving Loans to the full extent thereof but without any reduction to the Revolving Loan Commitments, and fourth, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit Acquisition Term Loan Commitments to the full extent of such excessthereof; and (2) during provided that notwithstanding the period on and after the Merger date, first to prepay outstanding Term Loans to the full extent thereof in inverse order of maturity, secondforegoing, to the extent -------- of any remaining portion of the Applied AmountAmount after the reduction of all Acquisition Term Loan Commitments, to permanently reduce the Revolving Loan Commitments shall be permanently reduced by the amount thereof, and if of such remaining portion of the Total Utilization of Revolving LoanApplied Amount.

Application of Mandatory Prepayments by Type of Loans. Any ----------------------------------------------------- amount (the "APPLIED AMOUNTApplied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(c) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Term Loans to the full extent thereof, second, to ----- ------ the extent of any remaining portion of the Applied Amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order and to permanently reduce the Revolving Loan Commitments by the amount of maturitysuch prepayment, secondthird, to the extent of any remaining portion of the ----- Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and fourth, to the ------ extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments by to the amount full extent thereof, and if the Total Utilization of Revolving Loan.

Application of Mandatory Prepayments by Type of Loans. Any Subject to the provisions of subsection 2.4D, any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(g) shall be first applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amountsuch amount, to permanently reduce the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first applied to prepay outstanding Term the Swing Line Loans to the full extent thereof in inverse order of maturity, second, to the extent of any remaining portion of the Applied Amount, and to permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, third, to the extent of any remaining portion of such amount, applied to prepay the Revolving Loans to the full extent thereof and to cash collateralize any outstanding Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of such amount, retained by Borrower; provided, however, the Revolving LoanLoan Commitment shall be permanently reduced by the full extent of the amount so retained. If an Event of Default has occurred and is continuing, any amount required to be applied as a mandatory prepayment shall be applied as set forth in subsection 2.4D. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A(i) in inverse chronological order of maturity.

Application of Mandatory Prepayments by Type of Loans. Any Except as provided in subsection 2.4D, any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(f) shall be applied (1) during the period from the Closing Date to but excluding the Merger Date, first to prepay outstanding Tender Loans, if any, the Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amountsuch amount, to permanently reduce prepay the Tender Period Revolving Facility Sublimit by the amount thereof, and if the Total Utilization of Tender Period Revolving Facility would exceed the Tender Period Revolving Facility Sublimit as so reduced, to repay outstanding Tender Period Revolving Loans and thereafter to cash collateralize the Letters of Credit to the full extent of such excess; and (2) during the period on and after the Merger date, first to prepay outstanding Term Swing Line Loans to the full extent thereof in inverse order of maturity, second, to the extent of any remaining portion of the Applied Amount, and to permanently reduce the Revolving Loan Commitments by the amount thereofof such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans and/or the LC Facility Loans, as the case may be, to the full extent thereof and to further permanently reduce the Revolving Loan Commitments, and/or the LC Facility Commitments as the case may be, by the amount of such prepayment, and if fourth, to the Total Utilization extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitments and/or the LC Facility Commitments, as the case may be, to the full extent thereof. Any mandatory reduction of Revolving LoanCommitments and/or LC Facility Commitment, as the case may be, pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender's Pro Rata Share and LC Facility Lender, respectively.