Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Swing Line Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility Loans and (without a corresponding permanent reduction in the after all Revolving Credit CommitmentLoans and Swing Line Loans have been repaid) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject ; (B) with respect to all amounts prepaid pursuant to Section 2.172.05(b)(ii), to Term Loans; and (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii), (iv) or (v), to Term Loans, Revolving Loans or Swing Line Loans (at the option and written direction of the Borrower delivered concurrently with such prepayment) and (after all Term Loans, Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any such prepayments, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), applied first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans. Within the parameters of the applications set forth above, prepayments shall be applied ratably first to the outstanding Revolving Loans, third, Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be used subject to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash CollateralizedSection 3.05, the funds held as Cash Collateral but otherwise without premium or penalty, and shall be applied (without any further action accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans and/or Cash Collateralization made pursuant to the foregoing provisions of this Section 2.06(b2.05(b) shall be applied, first, to prepay ratably between the next four (4) principal repayment installments of the Term Loans and (pro rata between unless otherwise agreed by the applicable Additional Lenders) any Additional Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro on a pro-rata to the remaining principal installments basis (excluding from such calculation, except with respect to prepayments with respect to property Disposed of in sale-leaseback transactions pursuant to Section 7.05(h), the principal installment payable final payment due at maturity) of the Term Loans ), and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause subsection (Bv)(B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect below (without a corresponding reduction of the relevant FacilitiesRevolving Credit Commitments). (B) Except as otherwise provided in Section 2.17, prepayments Prepayments and/or Cash Collateralization of the Revolving Credit Facility made pursuant to this Section 2.06(b)2.05(b) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, in the case of prepayments and/or Cash Collateralization of the Revolving Credit Facility required pursuant to subsection (iv) above, third, shall be used to the Cash Collateralize Collateralization of the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers the Company or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (C) Subject to Section 2.17, each prepayment pursuant to this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.05(b)(i), first, first to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Swing Line Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility Loans and (without a corresponding permanent reduction in the after all Revolving Credit CommitmentLoans and Swing Line Loans have been repaid) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject ; (B) with respect to Section 2.17all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) or (iv), to Term Loans, Revolving Loans or Swing Line Loans (at the option and written direction of the Borrower delivered concurrently with such prepayment) and (after all Term Loans, Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any such prepayments, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), applied first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans. Within the parameters of the applications set forth above, prepayments shall be applied ratably first to the outstanding Revolving Loans, third, Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be used subject to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash CollateralizedSection 3.05, the funds held as Cash Collateral but otherwise without premium or penalty, and shall be applied (without any further action accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, applied as follows: (A) with respect to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject all amounts prepaid pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.06(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon ; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the drawing Term B Loans (to the principal amortization payments scheduled to be made in direct order of any Letter maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of Credit that has been Cash Collateralizedmaturity and, thereafter, on a pro rata basis to the funds held as Cash Collateral shall be applied (without any further action by or notice remaining principal amortization payments of the applicable Term Loan), second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the Revolving Lenders, as applicableprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.04(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.04(b)(i), to prepay the next four Revolving Loans to the full extent thereof and, after all Revolving Loans have been repaid, to Cash Collateralize any L/C Exposures; and (4B) principal installments of the Term Loans with respect to all amounts prepaid pursuant to Sections 2.04(b)(ii) through (pro rata between the Term Loans (including any Increase of vi), first to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (applied ratably to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityamortization payments thereof), second, second to the Revolving Credit Facility Loans (without a corresponding permanent reduction in of the total Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vCommitments), and third, shall be used third to Cash Collateralize the remaining L/C ObligationsExposures (without a corresponding reduction of the Letter of Credit Sublimit). Subject to Section 2.17Within the parameters of the applications set forth above, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to LIBOR Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments Interest Period maturities. Prepayments of the Revolving Credit Facility made Loans pursuant to this Section 2.06(b), first, 2.04(b) shall not reduce the total Revolving Commitments. All prepayments under this Section 2.04(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by a payment of all interest accrued on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and the Swing Line Loans and (4after all Revolving Loans and all Swing Line Loans have been repaid) principal installments of the Term Loans to ratably Cash Collateralize any L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (including any Increase of iii), (iv), (v) and (vi), first to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (ratably to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityamortization payments thereof), second, to after the Revolving Credit Facility (without a corresponding permanent reduction Term Loan has been repaid in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)full, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, secondthird, shall be applied ratably to the outstanding Revolving Loans (without a corresponding reduction of the Aggregate Revolving Commitments), and fourth, after all Revolving Loans, thirdL/C Borrowings and Swing Line Loans have been repaid, shall be used ratably to Cash Collateralize the any remaining L/C Obligations. Upon Within the drawing parameters of any Letter of Credit that has been Cash Collateralizedthe applications set forth above, the funds held as Cash Collateral prepayments shall be applied (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without any further action premium or penalty, and shall be accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and the Swing Line Loans and (4after all Revolving Loans and all Swing Line Loans have been repaid) principal installments of the Term Loans to ratably Cash Collateralize any L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (including any Increase of iii), (iv) and (v), first to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (ratably to the remaining principal installments amortization payments thereof), then (excluding the principal installment payable at maturity) of after the Term Loans and then to the principal installment payable at maturity, second, Loan has been repaid in full) to the Revolving Credit Facility Loans and the Swing Line Loans (without a corresponding permanent reduction in of the Aggregate Revolving Credit CommitmentCommitments) in the manner set forth in clause and then (Bafter all Revolving Loans and all Swing Line Loans have been repaid) of this Section 2.06(b)(v), and third, shall be used to ratably Cash Collateralize the remaining any L/C Obligations. Subject to Section 2.17Within the parameters of the applications set forth above, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each first, to the payment of all fees, and all expenses specified in Section 11.04(a), to the full extent thereof; (B) second, to the payment of any accrued interest at the Default Rate, if any; (C) third, to the payment of any accrued interest (other than Default Rate interest); (D) fourth, to the payment of the Prepayment Premium, if any, on any Loan; (E) fifth, except in connection with any mandatory prepayment of Loans declined pursuant to Section 2.05(b)(vii), to prepay Term Loans on a pro rata basis (in accordance with the foregoing provisions of this Section 2.06(brespective outstanding principal amounts thereof) and shall be appliedfurther applied pro rata to reduce the remaining scheduled installments of principal of the Closing Date Term Loans and Delayed Draw Term Loans, firstin each case in inverse order of maturity; (F) sixth, to prepay the next four Revolving Loans to the full extent thereof (4with no corresponding reduction in the Revolving Commitments); (G) principal installments seventh, to prepay outstanding reimbursement obligations with respect to Letters of Credit (with no corresponding reduction in the Revolving Loan Commitments); and (H) eighth, to further permanently reduce the Revolving Commitments to the full extent thereof. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Base Rate Loans (pro rata between the Term and then to LIBOR Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of prepayment, plus the Term Loans and then to the principal installment payable at maturityapplicable Prepayment Premium, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesif any. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.05(b)(i), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments (excluding L/C Borrowings and the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturitySwingline Loans, second, to the outstanding Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)Loans, and and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities.; (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made with respect to all amounts prepaid pursuant to this Section 2.06(bSections 2.05(b)(ii), first(iii), shall be applied and (v), first to the Term Loan (to the remaining principal amortization payments in inverse order of maturity including the final principal repayment installment on the Maturity Date), second, ratably to the L/C Borrowings and the Swing Line Swingline Loans, secondthird, shall be applied ratably to the outstanding Revolving Loans, thirdand, shall be used fourth, to Cash Collateralize the remaining L/C Obligations. Upon Obligations (with a corresponding reduction in the drawing Aggregate Revolving Commitments in the cases of any Letter clauses second through fourth); and (C) with respect to all amounts prepaid pursuant to Section 2.05(b)(iv), first to the Existing Subordinated Debt, second, to the Existing Mezzanine Debt, third, to the Term Loan (to the remaining principal amortization payments in inverse order of Credit that has been Cash Collateralizedmaturity including the final principal repayment installment on the Maturity Date), the funds held as Cash Collateral shall be applied (without any further action by or notice fourth, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swingline Loans, fifth, to the outstanding Revolving Loans, and, sixth, to Cash Collateralize the remaining L/C Obligations (with a corresponding reduction in the Aggregate Revolving Commitments in the cases of clauses fourth through sixth). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the Revolving Lenders, as applicableprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 shall be applied as follows: (A) Each with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the foregoing provisions Revolving Committed Amount. Within the parameters of this Section 2.06(b) the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to prepay the next four (4) principal installments of the Term Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans (pro rata between the Term and third, to LIBOR Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section 2.7 shall be subject to the remaining principal installments (excluding Section 2.15 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturityprepayment, second, to the Revolving Credit Facility (but otherwise without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiespremium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (including any Increase of the Term Loan only if the Lenders providing such Increase so requireiii)) in direct order of maturity, then first pro rata to the Delayed Draw Term Loan and the Incremental Term Loan (ratably to the remaining principal installments amortization payments of each Loan), then (excluding after the principal installment payable at maturityDelayed Draw Term Loan and the Incremental Term Loan have been paid in full) of to the Term Revolving Loans and then (after all Revolving Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit Commitment) in Commitments). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans With respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), ratably to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations, (B) with respect to all amounts paid pursuant to Section 2.05(b)(i)(B), ratably to Revolving B Loans and Dutch Swing Line Loans and (C) with respect to all amounts paid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and (after all Revolving A Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies. Within the foregoing provisions parameters of this Section 2.06(b) the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurocurrency Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first3.3(b)(i)(A), to prepay the next four (4) principal installments of the Term Revolving Loans and Swingline Loans (pro rata between the Term Loans (including without any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit CommitmentCommitted Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the manner case of any Incremental Term Loan, as set forth in clause the applicable Incremental Term Loan Agreement), and (BD) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), first ratably to all Tranche A Loans, in each case ratably to Principal Amortization Payments (or, in the case of this Section 2.06(b)(vany Incremental Term Loan, as set forth in the applicable Incremental Term Loan Agreement), second, ratably to the LOC Borrowings and the Swingline Loans (without any reduction in the Swingline Committed Amount), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving LoansLoans (without any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral prepayments shall be applied (first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without any further action premium or penalty, and shall be accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.05(b)(i), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments (excluding L/C Borrowings and the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturitySwingline Loans, second, to the outstanding Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)Loans, and and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities.; and (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made with respect to all amounts prepaid pursuant to this Section 2.06(bSections 2.05(b)(ii) and (iii), first, shall be ratably to the Term Loans (with such amounts being applied to the first four remaining principal amortization payments thereof in direct order of maturity and then ratably to all remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Swingline Loans, secondand third, shall be applied ratably to the outstanding Revolving LoansLoans (without any corresponding permanent reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral prepayments shall be applied (first to Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without any further action premium or penalty, and shall be accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b2.7(b)(i), (1) shall be applied, first, to prepay the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of outstanding LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v), (1) first, to the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase scheduled amortization payments of the Term Loan only (including, if the Lenders providing such Increase so require)applicable, any Additional Term Loan) in direct order of maturity, and then pro rata to the Term Loan and any Additional Term Loan, if applicable (ratably to the remaining principal installments thereof), (excluding 2) second to the principal installment payable at maturitySwingline Loans (without a corresponding reduction in the Revolving Committed Amount), (3) third, to the Revolving Loans (without a corresponding reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to the principal installment payable at maturity, second, LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (Bprepayments of Swingline Loans) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, any such prepayments shall be paid to the Lenders in accordance with their respective Applicable prepayment based on its Revolving Commitment Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Term Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving LendersCommitment Percentage, as applicable. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(bSections 2.8(b)(i), (1) shall be applied, first, to prepay the next four outstanding Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the outstanding Revolving Credit Facility Loans and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii), (iii), (iv) and (v), (1) first, to the remaining Term Loan amortization payments set forth in Section 2.2(b) on pro rata basis, (2) second, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vCommitted Amount), and (3) third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving LoansLoans (without a corresponding permanent reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), third, shall be used to Cash Collateralize the remaining L/C a cash collateral account in respect of LOC Obligations. Upon Within the drawing parameters of any Letter of Credit that has been Cash Collateralizedthe applications set forth above, the funds held as Cash Collateral prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (without except with respect to prepayments of Swingline Loans) of any further action by such prepayment based on its Revolving Commitment Percentage or notice to or from Borrowers or any other Term Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving LendersCommitment Percentages, as applicable. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), (x) to the foregoing provisions of this Section 2.06(b) shall be applied, firstSwingline Loans, to prepay the next full extent thereof, (y) after all Swingline Loans have been repaid, to the Revolving Loans to the full extent thereof and, (z) after all Swingline Loans and Revolving Loans have been repaid, to Cash Collateralize any Letter of Credit Liabilities; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) through (vi), first to the Term Loans (applied in direct order of maturity for the four (4) scheduled principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing amortization payments immediately following such Increase so require)) in direct order of maturity, then prepayment and thereafter pro rata to the remaining principal installments (excluding the principal installment payable at maturity) amortization payments of the Term Loan, including the payment due on the Term Loan Maturity Date), second to the Swingline Loans, third to the Revolving Loans and fourth to Cash Collateralize the Letter of Credit Liabilities. (C) Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction LIBOR Loans in the Revolving Credit Commitment) in the manner set forth in clause (B) direct order of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C ObligationsInterest Period maturities. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made Loans pursuant to Sections 2.05(b)(ii) through (vi) shall reduce the total Revolving Commitments. All prepayments under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loanswithout premium or penalty, third, and shall be used to Cash Collateralize accompanied by a payment of all interest accrued on the remaining L/C Obligations. Upon principal amount prepaid through the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (iii) and (iv), first to the foregoing provisions Tranche C Term Loan (to the remaining principal amortization payments in inverse order of this Section 2.06(bmaturity), then (after the Tranche C Term Loan has been paid in full) to the Tranche B Term Loan (to the remaining principal amortization payments in inverse order of maturity), then (after the Tranche B Term Loan has been paid in full) to the Revolving Loans and Swing Line Loans (but without any reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (but without any reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(bclause (b)(i) above shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, applied ratably to the Revolving Credit Facility Loans and Swing Line Loans, and, after all Revolving Loans and Swing Line Loans have been repaid, to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit CommitmentCommitments). All amounts required to be paid pursuant to clauses (b)(ii) in the manner set forth in clause through (Bb)(iv) of this Section 2.06(b)(v), and third, above shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17applied: (A) first, such prepayments shall be paid pro rata to the Lenders in accordance with their respective Applicable Percentage in respect Term Loans (and to the principal installments thereof on a pro rata basis (including the final installment of the relevant Facilities.each Term Loan)); and (B) Except as otherwise provided in Section 2.17second, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, secondand, shall be applied ratably to the outstanding after all Revolving LoansLoans and Swing Line Loans have been repaid, third, shall be used to Cash Collateralize the remaining L/C ObligationsObligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Prepayments shall be applied applied, first, to Base Rate Loans, and then, to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments of Eurodollar Rate Loans under this clause (b) shall be subject to Section 3.05, but otherwise without any further action premium or penalty, and shall be accompanied by or notice interest on the principal amount prepaid to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.04(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.04(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations (without a corresponding reduction to the foregoing provisions of this Aggregate Revolving Commitments); (B) with respect to all amounts prepaid pursuant to Section 2.06(b2.04(b)(ii), first to prepay the Term Loan and second to prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess (without a corresponding reduction to the Aggregate Revolving Commitments); and (C) shall be appliedwith respect to all amounts prepaid pursuant to Section 2.04(b)(iii), first(iv) or (v), first to prepay the Term Loan and second to reduce the Aggregate Revolving Commitments (and, to the extent outstanding, to prepay the next four Revolving Loans and (4after all Revolving Loans have been repaid) principal installments to Cash Collateralize L/C Obligations by a corresponding amount), it being understood that the Borrower shall be entitled to retain the portion of any prepayment amount applied to reduce the Aggregate Revolving Commitments to the extent that Revolving Loans and/or L/C Obligations are not outstanding in an aggregate amount at least equal to such reduction. 38 Within the parameters of the Term applications set forth above, prepayments shall be applied first to Base Rate Loans (pro rata between the Term and then to Eurodollar Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.04(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first3.3(b)(i)(A), to prepay Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), as the next four Borrower may elect, and (4D) principal installments of with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), 3.3(b)(iv) and 3.3(b)(v), FIRST, to the Tranche B Term Loans (pro rata between with such prepayment being applied ratably to the Term remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (including after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any Increase reduction in the Revolving Committed Amount). Within the parameters of the Term Loan only if the Lenders providing such Increase so require)) applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to but otherwise without premium or penalty, and shall, in the remaining principal installments (excluding case of Eurodollar Loans, be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, applied as follows: (A) with respect to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject all amounts prepaid pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.06(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the drawing Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of any Letter maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of Credit that has been Cash Collateralizedthe applicable Term Loan), the funds held as Cash Collateral shall be applied (without any further action by or notice second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer CHAR1\1976173v4 Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the Revolving Lendersextent such prepayment constitutes a Repricing Event), as applicableand shall be accompanied by interest on the principal amount prepaid through the date of prepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. Mandatory prepayments made pursuant to Subsections 7.4(a)(ii), (iv) and (vi) shall be applied as follows: (A) Each prepayment first to installments due under the Term A Loans and Term B Loans, ratably, in inverse order of maturity until such Loans are paid in full; (B) second to the Deferred Interest Notes, ratably, until such Notes are paid in full; and (C) third to the Revolving Loans, with such amounts being applied first to repay outstanding Loans subject to a Prime Rate Account and then to repay outstanding Loans subject to a Libor Account, with those Loans subject to a Libor Account which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. Seventy-five percent (75%) of the mandatory prepayments made pursuant to the foregoing provisions of this Section 2.06(bSubsection 7.4(a)(iii) shall be appliedapplied as provided above in this clause (v) and twenty-five percent (25%) thereof shall be applied to reduce the Revolving Loans in the same fashion as provided in Subsection 7.4(a)(vii). Each prepayment under Subsections 7.4(a)(ii), first(iii), to prepay (iv) and (vi) shall be accompanied with accrued interest on the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata amount prepaid to the remaining principal installments date of prepayment, any amount due under Section 8.5 as a result of such prepayment and a certificate from Borrower detailing the application thereof to the Loans as required by this clause (excluding the principal installment payable at maturityv). (f) Section 7.4(b) of the Term Loans Credit Agreement is hereby amended by deleting the first two sentences thereof and then to replacing them in their entirety with the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.following:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.9(b)(i), (1) first to the foregoing provisions of this Section 2.06(boutstanding Swingline Loans and (2) shall be appliedsecond to the outstanding Revolving Loans; and (B) with respect to all amounts prepaid pursuant to Sections 2.9(b)(ii) through (vi), first, (1) first to prepay the next four (4) principal installments of the Term Loans (pro rata between to the Term Loans (including any Increase remaining scheduled principal payments of the Term Loan only if Lenders that accept such prepayment, it being understood that the Term Loan Lenders providing shall have the right to decline their portion of such Increase so requireprepayment (with any declined amount to be then applied ratably to the Term Loan Lenders accepting such payments)), (2) second to the SwinglineRevolving Loans (without a corresponding reduction of the SwinglineRevolving Committed Amount), (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount) and (4) fourth and (3) third to a cash collateral account in respect of LOC Obligations (without a corresponding reduction of the LOC Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section 2.9(b) shall be subject to the remaining principal installments (excluding Section 2.9(d) and Section 2.18 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. Each mandatory prepayment made pursuant to Section 2.05(b), except mandatory prepayments made pursuant to Section 2.05(b)(vi), shall be applied as follows: (i) with respect to all amounts paid pursuant to Section 2.05(b)(i), first to Revolving Loans, second to Swing Line Loans, and third to Cash Collateralize L/C Obligations; (ii) with respect to all amounts paid pursuant to Section 2.05(b)(ii), (iii) and (iv), so long as no Event of Default has occurred and is continuing (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, subject to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so requireSection 2.05(d)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Tranche B Term Loans and then to the principal installment payable at maturityTranche C Term Loans, (B) second, to (1) the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)) and (3) then to Cash Collateralize L/C Obligations and (C) third, after the termination of all Revolving Commitments and the repayment in full of all amounts payable with respect to the Revolving Loans, the Tranche B Term Loans and the Tranche C Term Loans, to the Tranche D Term Loans; (iii) with respect to all amounts paid pursuant to Section 2.05(b)(v), so long as no Event of Default has occurred and is continuing (A) first, subject to Section 2.05(d), pro rata to the Tranche B Term Loans and any Tranche C Term Loans which are RTFC Variable Rate Loans, (B) second, to (1) the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)) and (3) then to Cash Collateralize L/C Obligations, (C) third, to any Tranche C Term Loans which are RTFC Fixed Rate Loans, and (D) fourth, after the termination of all Revolving Commitments and the repayment in full of all amounts payable with respect to the Revolving Loans, the Tranche B Term Loans and the Tranche C Term Loans, to the Tranche D Term Loans; (iv) with respect to all amounts paid pursuant to Section 2.05(b)(ii), (iii), (iv) and (v) after an Event of Default has occurred and is continuing, (A) first, subject to Section 2.05(d), pro rata to the Tranche B Term Loans, the Tranche C Term Loans and the Revolving Loans (with no corresponding reduction in the Revolving Commitments pursuant to Section 2.06 and assuming for purposes of such pro rata allocation that the Revolving Credit Facility is fully drawn; provided, however, that at such time as all Revolving Loans have been prepaid (without a corresponding permanent reduction in including the Revolving Credit Commitment) in repayment of all Swing Line Loans and the manner set forth in clause (B) Cash Collateralization of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining all L/C Obligations. Subject to Section 2.17), such prepayments shall be paid applied, subject to Section 2.05(d), pro rata to the Lenders in accordance with their respective Applicable Percentage in respect of Tranche B Term Loans and the relevant Facilities. Tranche C Term Loans and (B) Except as otherwise provided second, after the repayment in Section 2.17, prepayments full of all amounts payable with respect to the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to Loans (including the L/C Borrowings repayment of all Swing Line Loans and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining Collateralization of all L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized), the funds held as Cash Collateral Tranche B Term Loans and the Tranche C Term Loans, to the Tranche D Term Loans; (v) mandatory prepayments of the Tranche B Term Loans shall be applied to reduce the then remaining principal installments thereof pursuant to Section 2.07(c) on a pro rata basis; and (without any further action by or notice vi) mandatory prepayments of the Tranche C Term Loans shall be applied to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateralreduce the then remaining principal installments thereof pursuant to Section 2.07(d) to reimburse the L/C Issuer or the Revolving Lenders, as applicableon a pro rata basis.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.04(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.04(b)(i), to prepay Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations (without a corresponding reduction to the foregoing provisions of this Aggregate Revolving Commitments); and (B) with respect to all amounts prepaid pursuant to Section 2.06(b2.04(b)(ii) shall be applied, firstor (iii), to prepay the next four Revolving Loans and (4after all Revolving Loans have been repaid) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to deposit the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction amount in the Revolving Letter of Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Account as Cash Collateralize the remaining Collateral for any L/C Obligations. Subject Obligations (in an amount not to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect exceed 105% of the relevant Facilities. outstanding amount of any undrawn Letters of Credit) (B) Except as otherwise provided amounts to be applied in Section 2.17, connection with prepayments of the Revolving Credit Facility made pursuant to this clause (b)(iv)(B) shall permanently reduce the Aggregate Revolving Commitments then in effect pro rata among the DIP Lenders). All prepayments under this Section 2.06(b), first, 2.04(b) shall be applied ratably without premium or penalty. No provision contained in this Section 2.04(b) shall constitute a consent to a Disposition that is not otherwise permitted by the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing terms of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other this DIP Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableAgreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(bSections 2.8(b)(i), (1) shall be applied, first, to prepay the next four outstanding Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the outstanding Revolving Credit Facility Loans and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii), (iii), (iv) and (v), (1) first, to the remaining Term Loan amortization payments set forth in Section 2.2(b) on pro rata basis, (2) second, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Credit CommitmentCommitted Amount), (3) third, to the outstanding Revolving Loans (without a corresponding permanent reduction in the manner Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in clause direct order of Interest Period maturities. Each Lender shall receive its pro rata share (Bexcept with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentages, as applicable. All prepayments under this Section 2.06(b)(v), and third, 2.7(b) shall be used to Cash Collateralize the remaining L/C Obligations. Subject subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect but otherwise without premium or penalty; provided that any mandatory prepayment of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility outstanding Term Loan made pursuant to this Section 2.06(b), first, 2.7(b)(ii) or Section 2.7(b)(iii)(A) (x) during the first year following the Closing Date shall be applied ratably to the L/C Borrowings made at 101% of par, and the Swing Line Loans, second, (y) thereafter shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicablemade at par.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (iii), (iv) and (v), pro rata to the foregoing provisions Tranche B Term Loan (to the remaining principal amortization payments in inverse order of this maturity) and to the Revolving Loans and Swing Line Loans (with no corresponding reduction in the Aggregate Revolving Commitments; provided, however, that if the Aggregate Revolving Commitments are greater than $150,000,000 at the time of such prepayment, amounts prepaid pursuant to Section 2.06(b2.05(b)(ii), shall reduce the Aggregate Revolving Commitments to the extent of such excess) and then (after all Tranche B Term Loans, Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (but without any reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first3.3(b)(i)(A), to prepay Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), as the next four Borrower may elect, and (4D) principal installments of with respect to all amounts prepaid pursuant to Sections 3.3(b)(iii) and 3.3(b)(iv), FIRST, to the Tranche B Term Loans (pro rata between with such prepayment being applied ratably to the Term remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (including after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any Increase reduction in the Revolving Committed Amount). Within the parameters of the Term Loan only if the Lenders providing such Increase so require)) applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to but otherwise without premium or penalty, and shall, in the remaining principal installments (excluding case of Eurodollar Loans, be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b2.8(b)(i)(A) shall be applied, applied (1) first, to prepay the next four Swingline Loans; and (42) principal installments of second, to the Term Revolving Loans; (B) pursuant to Section 2.8(b)(i)(B) shall be applied to the Revolving Loans that are Foreign Currency Loans outstanding to the Company; (pro rata between C) pursuant to Section 2.8(b)(i)(C) shall be applied to the Term Revolving Loans that are Foreign Currency Loans outstanding to the Borrowers; (including any Increase of D) pursuant to Section 2.8(b)(i)(D) shall be applied to the Revolving Loans that are Foreign Currency Loans outstanding to the Irish Borrower and the Dutch Borrowers; and (E) pursuant to Sections 2.8(b)(ii)-(vi) shall be applied (1) first, to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (ratably to the remaining principal installments thereof); (excluding 2) second, to the principal installment payable at maturity) Swingline Loans (without a corresponding reduction of the Term Swingline Committed Amount); (3) third, to the Revolving Loans (without a corresponding reduction to the Revolving Committed Amount); and (4) fourth, to the Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction LIBOR Rate Loans in the Revolving Credit Commitment) in the manner set forth in clause (B) direct order of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.Interest Period

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (including any Increase of the Term Loan only if the Lenders providing such Increase so requireiii), (iv), (v), and (vi) in direct order of maturity, then first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal installments amortization payments of each Loan), then (excluding the principal installment payable at maturity) of after the Term Loan and the Incremental Term Loan have been paid in full) to the Revolving Loans and then (after all Revolving Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without with a corresponding permanent reduction in the Aggregate Revolving Credit Commitment) in Commitments). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. Subject to the provisions of clause (Ac) Each below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of Loans pursuant the Obligations required to the foregoing provisions of be applied in accordance with this Section 2.06(bclause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to prepay repay the next four (4) principal eight remaining installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct forward order of maturity, then pro rata maturity and thereafter to repay ratably the remaining principal installments (excluding the principal installment payable at maturity) balanceinstallments of the Term Loans and then to the principal installment payable at maturityuntil paid in full, second, to repay the outstanding principal balance of the Revolving Credit Facility (Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitment) Commitments until paid in the manner set forth in clause (B) of this Section 2.06(b)(v)full, and third, shall be used to Cash Collateralize provide cash collateral for the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid Obligations to the Lenders extent and in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise manner provided in Section 2.179.3, prepayments and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Facility made Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b), first, 2.12(b) that are to be applied to the Term Loans shall be applied ratably to pro rata between the L/C Borrowings Initial Term Loans, the First Amendment Incremental Term Loans and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied Delayed-Draw Term Loans (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableif any).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), to Term Loans; and (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii), (iv) or (v), to Term Loans or Revolving Loans (at the foregoing provisions option and written direction of this Section 2.06(bthe Borrower delivered concurrently with such prepayment) and (after all Term Loans and Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any such prepayments, such prepayments shall be applied, applied first, to prepay the next four (4) principal installments of the Term Revolving Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityand, second, to the Revolving Credit Facility (without a corresponding permanent reduction in Term Loans. Within the Revolving Credit Commitment) in parameters of the manner applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b2.7(b)(i), (1) shall be applied, first, to prepay the next four Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility Loans and (without 3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v), (1) first, to the remaining Term Loan amortization payments set forth in Section 2.2(b) on a pro rata basis, (2) second to the Swingline Loans (with a corresponding permanent reduction in the Revolving Credit CommitmentCommitted Amount), (3) third, to the Revolving Loans (with a corresponding reduction in the manner Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Alternate Base Rate Loans and then to LIBOR Rate Loans in accordance direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, to prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Swingline Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing ) of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by such prepayment based on its Revolving Commitment Percentage or notice to or from Borrowers or any other Term Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving LendersCommitment Percentage, as applicable. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and include interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to a cash collateral account in respect of outstanding LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (1) first to the Additional Loans consisting of term loans, (2) second to the outstanding Swingline Loans (without a corresponding reduction in the Revolving Commitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(b) shall be subject to Section 2.16 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.06(b) shall be applied2.7, first, to prepay the next four (4) principal installments if at any time any prepayment of the Term Loans (pro rata between pursuant to Section 2.7 would result in LIBOR Rate Loans being prepaid other than on the Term Loans (including any Increase last day of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityan Interest Period with respect thereto, then pro rata to the remaining principal installments (excluding Borrower, so long as no Event of Default shall have occurred and be continuing, may deposit the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be amount that otherwise would have been paid to the Lenders in accordance with their respective Applicable Percentage in respect of such LIBOR Rate Loans with the relevant Facilities. (B) Except Administrative Agent to be held as otherwise provided in Section 2.17, prepayments security for the obligation of the Revolving Credit Facility made Borrower to make such prepayment pursuant to this Section 2.06(b), first, shall a cash collateral agreement to be applied ratably entered into on terms reasonably satisfactory to the L/C Borrowings and Administrative Agent, with such cash collateral to be directly applied upon the Swing Line Loans, second, shall be applied ratably to first occurrence thereafter of the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing last day of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice Interest Period with respect to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicablesuch LIBOR Rate Loans.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) (other than Section 2.06(b)(iii)) shall be applied, first, to prepay the next four Term Loans pro rata amongst each tranche of outstanding Term Loans and, within each tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.05(a) (4or any equivalent provision applicable to any tranche of Term Loans extended hereunder after the Fifth Amendment Effective Date) or the remaining principal installments amount of the Term Loans as directed by the Borrowers (pro rata between or, in the Term Loans (including any Increase case of the Term Loan only if the Lenders providing such Increase so require)) no direction, in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity), second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v2.06(b)(iv), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b) (including Section 2.06(b)(iii)), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(A), (1) first to the foregoing provisions of this outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b) shall be applied, first2.7(b)(i)(B), to prepay the next four outstanding Foreign Currency Revolving Loans; and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans, (3) third to the Revolving Loans (ratably to the U.S. Revolving Loans and the Multicurrency Revolving Loans) and (4) principal installments fourth to a cash collateral account in respect of LOC Obligations; provided that any Net Cash Proceeds received from the Borrowers as a result of an Asset Disposition, Debt Issuance or Extraordinary Receipt by a Foreign Credit Party shall only be required to prepay Foreign Obligations. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans (pro rata between the Term and then to LIBOR Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section shall be subject to the remaining principal installments (excluding Section 2.15 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturityprepayment, second, to the Revolving Credit Facility (but otherwise without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiespremium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first3.3(b)(i), to prepay the next four Revolving Loans and Swingline Loans and (4after all Revolving Loans and Swingline Loans have been repaid) principal installments to a cash collateral account in respect of the Term Loans LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) and (v), pro rata between to the Term Loans (including any Increase of the Tranche A Term Loan only if and the Lenders providing such Increase so require)) Tranche B Term Loan (in each case to the remaining Principal Amortization Payments thereof in direct order of maturity). Promptly upon notification thereof, then one or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii), (iii), (iv) or (v) to the extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case, such declined prepayments shall be allocated pro rata to among the remaining principal installments (excluding Tranche A Term Loans and the principal installment payable at maturity) Tranche B Term Loans held by Lenders accepting such prepayments. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Base Rate Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction Eurodollar Loans in the Revolving Credit Commitment) in the manner set forth in clause (B) direct order of Interest Period maturities. All prepayments under this Section 2.06(b)(v), and third, 3.3(b) shall be used to Cash Collateralize the remaining L/C Obligations. Subject subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities3.12. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans (i) with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i)(A), to prepay the next four Revolving A Loans and Swing Line Loans and (4after all Revolving A Loans and Swing Line Loans have been repaid) principal installments of the Term to Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans, (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and Foreign Swing Line Loans, and (pro rata between the Term iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Domestic Swing Line Loans or Foreign Swing Line Loans, as applicable; (including any Increase of the Term Loan only if the Lenders providing such Increase so requireB) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii)) in direct order of maturity, then first pro rata to the Term Loan, the Add-On Term Loan and the Incremental Term Loan (in each case, ratably to the remaining principal installments amortization payments), then (excluding the principal installment payable at maturity) of after the Term Loan, the Add-On Term Loan and the Incremental Term Loan have been paid in full) to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit Commitment) in Commitments). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurocurrency Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, 2.05(b)(i) and (b)(ii) shall be applied ratably first, to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral . (B) All amounts required to be paid pursuant to this Section 2.05(b)(iii) and (b)(iv) shall be applied first, ratably to the prepayment of the Term Loan, the Delayed Draw Term Loan and any Other Term Loan (without with such amounts to be applied to the remaining principal amortization payments of the Term Loan, the Delayed Draw Term Loan and any further action Other Term Loan, as applicable, as directed by the Company (or notice in the absence of such direction in direct order of maturity thereof), second, to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (without a corresponding reduction in the Aggregate Revolving Commitments in the cases of clauses second through fourth). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the Revolving Lenders, as applicableprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans (without any reduction in the foregoing provisions of this Revolving Committed Amount) and (after all Revolving Loans have been repaid) to Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.06(b3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v), to the Tranche B Loan, ratably to the remaining Principal Amortization Payments. After the Tranche B Loan has been repaid in full, no further prepayments under Section 3.3(b)(ii), (iii), (iv) or (v) shall be applied, first, to prepay required hereunder. Within the next four (4) principal installments parameters of the Term applications set forth above, prepayments shall be applied first to Base Rate Loans (pro rata between the Term and then to Eurodollar Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)subject to Section 3.3(b)(vii) in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.6(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b2.6(b)(i), (1) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Swingline Loans and then to the principal installment payable at maturity, (2) second, to the Revolving Credit Facility Loans and (without B) with respect to all amounts prepaid pursuant to Sections 2.6(b)(ii) through (iv), (1) first, to the Swingline Loans, (2) second, to the Revolving Loans (with a corresponding permanent reduction in the Aggregate Revolving Credit CommitmentCommitted Amount; provided, however, with respect to subsection (ii) above, only that portion of Asset Dispositions which exceeds five percent (5%) of Consolidated Total Assets in any twelve month period shall result in a corresponding reduction of the manner Aggregate Revolving Committed Amount) and (3) third, (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Alternate Base Rate Loans and then to LIBOR Rate Loans in accordance direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, to prepayments of the Swingline Loans) of any such prepayment based on its Revolving Credit Facility made pursuant to Commitment Percentage. All prepayments under this Section 2.06(b), first, 2.6(b) shall be applied ratably subject to Section 2.16 and be accompanied by interest on the L/C Borrowings and principal amount prepaid through the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (including any Increase of the Term Loan only if the Lenders providing such Increase so requireiii), (iv) in direct order of maturity, then and (v) first pro rata to the Term Loan and the Incremental Term Loan (to the remaining principal installments amortization payments of each Loan in the inverse order of maturity), then (excluding the principal installment payable at maturity) of after the Term Loan and the Incremental Term Loan have been paid in full) to the Revolving Loans and then to the principal installment payable at maturity, second, to the (after all Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit CommitmentLoans have been repaid) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17Within the parameters of the applications set forth above, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon ; (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii)(A), first ratably to the drawing of any Letter of Credit that has been Cash CollateralizedTerm Loans (ratably to the remaining principal amortization payments), the funds held as Cash Collateral shall be applied (without any further action by or notice second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations; (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii)(B), to the Loans being refinanced by the applicable Refinancing Facility; and (D) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iv), to the Tranche B Term Loan (ratably to the remaining principal amortization payments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05 and Section 2.09(c) (if applicable), but otherwise without premium or penalty, and shall be accompanied by interest on the Revolving Lenders, principal amount prepaid through the date of prepayment. 3.11. A new Section 2.07(d) is hereby added to the Credit Agreement to read as applicable.follows:

Application of Mandatory Prepayments. All amounts ------------------------------------ required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.7(b)(i), to prepay the next four Revolving Loans and (4after all Revolving Loans have been repaid) principal installments to a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vi), (1) first pro rata to the Term Loans ----- --- ---- (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments thereof) and (excluding 2) second to the principal installment payable at maturityRevolving Loans and (after all Revolving Loans have been ------ repaid) to a cash collateral account in respect of LOC Obligations. One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 2.7(b)(ii), (iii), (iv), (v) or (vi) to the extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case 50% of such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments and the remaining 50% of such declined payment shall be returned to the Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by interest on the principal installment payable at maturity, second, to amount prepaid through the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) date of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (including any Increase of iii), first to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (ratably to the remaining principal installments (excluding the principal installment payable at maturity) amortization payments of the Term Loan), then (after the Term Loan has been paid in full) to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit CommitmentCommitments); (C) in with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), after the manner set forth in clause application of proceeds pursuant to subclauses (A) and (B) above, the balance, if any, to the Loan Parties, as directed by the Borrower. Within the parameters of this Section 2.06(b)(v)the applications set forth above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.03(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts paid pursuant to Section 3.03(b)(i), to the foregoing provisions of Revolving Credit Facility Obligations. All amounts allocated to Revolving Credit Facility Obligations as provided in this Section 2.06(b) subsection shall be applied, first, to prepay the next four (4) principal installments of the Term Swingline Loans, until all outstanding Swingline Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityhave been repaid, second, to Revolving Loans until all outstanding Revolving Loans have been repaid, third, to Participation Interests in Letters of Credit and Swingline Loans to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)extent such Participation Interests have been funded, and thirdfourth, shall be used then, to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect cash collateralize that portion of the relevant Facilities.Letters of Credit comprised of the aggregate undrawn amounts of Letters of Credit; (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made with respect to all amounts paid pursuant to this Section 2.06(b3.03(b)(ii), first(iii), shall be applied ratably (iv) or (v) to the L/C Borrowings and the Swing Line Loans, second, shall be applied Tranche B Term Loans (ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize based on the remaining L/C Obligations. Upon scheduled Principal Amortization Payments); (C) in the drawing of any Letter of Credit that has event the Tranche B Term Loans have been Cash Collateralizedpaid in full, the funds held as Cash Collateral shall be applied with respect to all amounts paid pursuant to Section 3.03(b)(ii), (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateraliii), (iv) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.or

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied3.3(b)(i)(A), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term to Revolving Loans and Swing Line Loans and (including any Increase after all Revolving Loans and Swing Line Loans have been repaid) to cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B) to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Term Loan only (to the remaining Principal Amortization 111 Payments in inverse order of maturities thereof), and after the Term Loan is paid in full to the Revolving Loans and Swing Line Loans (with, if an Event of Default has occurred, a corresponding reduction in the Lenders providing such Increase so requireRevolving Committed Amount) and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), (iv) or (v), to the Term Loan (to the remaining Principal Amortization Payments in inverse order of maturities thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (Be) Except Section 7.1(g) is modified in its entirety to read as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and Swingline Loans (without any reduction in the foregoing provisions Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v), first to the Tranche B Loan, ratably to the remaining Principal Amortization Payments, second, ratably to the LOC Borrowings and the Swingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans (without any reduction in the Revolving Committed Amount). Within the parameters of this Section 2.06(b) the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)subject to Section 3.3(b)(vii) in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (iii), (iv), (v), or (vi): (1) until the foregoing provisions of this Section 2.06(bTranche B Term Loan has been paid in full, to prepay the Tranche B Term Loan (with each such prepayment applied (x) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) Principal Amortization Payments in direct order of maturitymaturities thereof and (y), then pro rata second, ratably to the remaining principal installments Principal Amortization Payments); and (excluding 2) after the principal installment payable at maturity) Tranche B Term Loan has been paid in full, to prepay any outstanding Revolving Loans and Swing Line Loans (without a corresponding reduction of the Term Aggregate Revolving Commitments) and, after all Revolving Loans and Swing Line Loans have been repaid, to Cash Collateralize L/C Obligations by a corresponding amount. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity, second, to amount prepaid through the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) date of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans Except as otherwise provided in Section 2.15, all amounts required to be paid pursuant to the foregoing provisions of clauses (i) and (ii) of this Section 2.06(b2.05(b) shall be applied, first, to prepay the next four (4) principal installments of 364-Day Term Loans, second, ratably to the Term Loans (pro rata between the A-1, Term Loans (including A-2 and any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Incremental Term Loans and then to the principal repayment installments thereof on a pro rata basis for all such principal repayment installments including the final principal repayment installment payable at maturitymaturity (except, secondwith respect to any Incremental Term Loan, to the Revolving Credit Facility (without extent the Incremental Amendment with respect to such Incremental Term Loan provides for a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vless than ratable treatment or less than pro rata application with respect to such Incremental Term Loan), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, secondfourth, shall be applied ratably to the outstanding Revolving LoansLoans and fifth (after all L/C Borrowings, thirdSwing Line Loans and Revolving Loans have been repaid), shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. Subject to the provisions of clause (Ac) Each below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of Loans pursuant the Obligations required to the foregoing provisions of be applied in accordance with this Section 2.06(bclause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to prepay repay the next four (4) principal eight remaining installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct forward order of maturity, then pro rata maturity and thereafter to repay ratably the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityuntil paid in full, second, to repay the outstanding principal balance of the Revolving Credit Facility (Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitment) Commitments until paid in the manner set forth in clause (B) of this Section 2.06(b)(v)full, and third, shall be used to Cash Collateralize provide cash collateral for the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid Obligations to the Lenders extent and in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise manner provided in Section 2.179.3, prepayments and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Facility made Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b), first, 2.12(b) that are to be applied to the Term Loans shall be applied ratably to pro rata between the L/C Borrowings Initial Term Loans, the First Amendment Incremental Term Loans, the Second Amendment Incremental Term Loans, the Third Amendment Incremental Term Loans and the Swing Line Delayed-Draw Term Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, applied as follows: (A) with respect to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject all amounts prepaid pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.06(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the drawing Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of any Letter maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of Credit that has been Cash Collateralizedthe applicable Term Loan), the funds held as Cash Collateral shall be applied (without any further action by or notice second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the Revolving Lendersextent such prepayment constitutes a Repricing Event), as applicableand shall be accompanied by interest on the principal amount prepaid through the date of prepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and Swingline Loans (without any reduction in the foregoing provisions Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of this Section 2.06(b) any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Agreement), second, ratably to the LOC Borrowings and the Swingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans (without any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)subject to Section 3.3(b)(vii) in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(bSections 2.8(b)(i) shall be appliedand (iv), (1) first, to prepay the next four outstanding Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the outstanding Revolving Credit Facility Loans and (without 3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii), (iii) and (v), (1) first, to the outstanding Swingline Loans (with a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vCommitted Amount), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B2) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving LoansLoans (with a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), third, shall be used to Cash Collateralize the remaining L/C a cash collateral account in respect of LOC Obligations. Upon Within the drawing parameters of any Letter of Credit that has been Cash Collateralizedthe applications set forth above, the funds held as Cash Collateral prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (without except with respect to prepayments of Swingline Loans) of any further action such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and be accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii), and (iv), to the Term Loan (ratably to the remaining principal amortization payments). Upon Within the drawing parameters of any Letter of Credit that has been Cash Collateralizedthe applications set forth above, the funds held as Cash Collateral prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities; provided, that the Borrowers may elect that the remainder of such prepayments not applied to prepay Base Rate Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurocurrency Rate Loans on the last day of the next expiring Interest Period for Eurocurrency Rate Loans; provided, further, that (without x) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurocurrency Rate Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurocurrency Rate Loan, and (y) at any further action by or notice to or time while a Default has occurred and is continuing, the Administrative Agent may, and, upon written direction from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Required Lenders, as applicableshall, apply any or all of such amounts to the payment of Eurocurrency Rate Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) (including, for the avoidance of doubt, any prepayments made by the Administrative Agent with amounts paid under the Equity Letters of Credit in accordance with Section 2.05(b)(vii)) or the last proviso to Section 5.03(c)(iii) shall be applied as follows: (A) Each first, to the payment of all fees, and all expenses specified in Section 11.04(a), to the full extent thereof; (B) second, to the payment of any accrued interest at the Default Rate, if any; (C) third, to the payment of any accrued interest (other than Default Rate interest); (D) fourth, to the payment of the Prepayment Premium, if any, on any Loan; (E) fifth, except in connection with any mandatory prepayment of Loans declined pursuant to Section 2.05(b)(vii), to prepay Term Loans on a pro rata basis (in accordance with the foregoing provisions of this Section 2.06(brespective outstanding principal amounts thereof) and shall be appliedfurther applied pro rata to reduce the remaining scheduled installments of principal of the Closing Date Term Loans and Delayed Draw Term Loans, firstin each case in inverse order of maturity; (F) sixth, to prepay the next four Revolving Loans to the full extent thereof (4with no corresponding reduction in the Revolving Commitments); (G) principal installments seventh, to prepay outstanding reimbursement obligations with respect to Letters of Credit (with no corresponding reduction in the Revolving Loan Commitments); and (H) eighth, to further permanently reduce the Revolving Commitments to the full extent thereof. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Base Rate Loans (pro rata between the Term and then to LIBOR Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of prepayment, plus the Term Loans and then to the principal installment payable at maturityapplicable Prepayment Premium, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesif any. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, applied as follows: (A) with respect to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject all amounts prepaid pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.06(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the drawing Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of any Letter maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of Credit that has been Cash Collateralizedthe applicable Term Loan), the funds held as Cash Collateral shall be applied (without any further action by or notice second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the Revolving Lendersextent such prepayment constitutes a Repricing Event), as applicableand shall be accompanied by interest on the principal amount prepaid through the date of prepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(bSections 2.7(b)(i), (1) shall be applied, first, to prepay the next four outstanding Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the outstanding Revolving Credit Facility Loans (without a corresponding permanent reduction to the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii) and (iv), (1) first, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vCommitted Amount), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B2) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving LoansLoans (without a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), third, shall be used to Cash Collateralize the remaining L/C a cash collateral account in respect of LOC Obligations. Upon Within the drawing parameters of any Letter of Credit that has been Cash Collateralizedthe applications set forth above, the funds held as Cash Collateral prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (without except with respect to prepayments of Swingline Loans) of any further action such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse interest on the L/C Issuer or principal amount prepaid through the Revolving Lenders, as applicabledate of prepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv), first ratably to the drawing L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, third, to Cash Collateralize the remaining L/C Obligations, and fourth, to the Term Loan to the remaining principal amortization payments in inverse order of maturity; provided that (1) Cash Collateralization pursuant to the foregoing clause third shall not be required with respect to any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse such prepayment if the L/C Issuer declines such Cash Collateralization (in which case the portion of such prepayment that would otherwise have been applied to such Cash Collateralization shall be applied to the Term Loan pursuant to the foregoing clause fourth, subject to the remaining clauses of this proviso), (2) prepayments required under Section 2.05(b)(ii) shall only be applied to the Term Loan pursuant to the foregoing clause fourth to the extent that the Net Cash Proceeds otherwise required to be prepaid are not invested in property (other than current assets as classified by GAAP) that is useful in the business of the Borrower and its Subsidiaries within 545 days of the date of the applicable Disposition or Recovery Event (it being understood that the Revolving Lendersportion of any such prepayment required to be applied to the Term Loan pursuant to the foregoing clause fourth shall be due immediately upon the expiration of such 545 day period), as applicableand (3) prepayments required under Section 2.05(b)(iv) shall only be applied to the Term Loan pursuant to the foregoing clause fourth if, at the time such prepayments would otherwise be due and payable, an Event of Default exists. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to a cash collateral account in respect of outstanding LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (iv), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the outstanding Swingline Loans (without a corresponding reduction in the Revolving Commitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.06(b) shall be applied2.8, first, to prepay the next four (4) principal installments if at any time any prepayment of the Term Loans (pro rata between pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the Term Loans (including any Increase last day of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityan Interest Period with respect thereto, then pro rata to the remaining principal installments (excluding Borrower, so long as no Event of Default shall have occurred and be continuing, may deposit the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be amount that otherwise would have been paid to the Lenders in accordance with their respective Applicable Percentage in respect of such LIBOR Rate Loans with the relevant Facilities. (B) Except Administrative Agent to be held as otherwise provided in Section 2.17, prepayments security for the obligation of the Revolving Credit Facility made Borrower to make such prepayment pursuant to this Section 2.06(b), first, shall a cash collateral agreement to be applied ratably entered into on terms reasonably satisfactory to the L/C Borrowings and Administrative Agent, with such cash collateral to be directly applied upon the Swing Line Loans, second, shall be applied ratably to first occurrence thereafter of the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing last day of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice Interest Period with respect to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicablesuch LIBOR Rate Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to Sections 2.04(b)(i) and (ii) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.04(b)(i), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityL/C Borrowings, second, to the outstanding Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)Loans, and and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities.; and (B) Except as otherwise provided with respect to all amounts prepaid pursuant to Section 2.04(b)(ii), first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans and then (after the Term A Loans and Delayed Draw Term Loans have been paid in Section 2.17full) to the Term B Loans and then (after the Term B Loans have been paid in full) to a permanent reduction in any unfunded Delayed Draw Term Loan Commitments and then (after the Delayed Draw Term Loan Commitments are zero) to Revolving Loans (with a corresponding reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations (with a corresponding reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably first to the L/C Borrowings Base Rate Loans and the Swing Line Loans, second, then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.04(b) shall be applied ratably subject to the outstanding Revolving LoansSection 3.05, thirdbut otherwise without premium or penalty, and shall be used to Cash Collateralize accompanied by interest on the remaining L/C Obligations. Upon principal amount prepaid through the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b2.8(b)(i), (1) shall be applied, first, to prepay the next four Revolving Loans, (42) principal installments second, to the Swingline Loans and (3) third, to a cash collateral account in respect of the Term Loans LOC Obligations, (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (including any Increase of the Term Loan only if the Lenders providing such Increase so requirev), (1) in direct order of maturityfirst, then pro rata to the remaining principal installments Tranche A Term Loan and the Delayed Draw Term Loan (excluding the principal installment payable at maturity) of the and, within each such Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), firstLoan, shall be applied ratably to the L/C Borrowings remaining principal installments thereof) and (2) second to the Swing Line LoansRevolving Loans with a corresponding reduction of the Aggregate Revolving Committed Amount. Within the parameters of the applications set forth above, second, prepayments shall be applied ratably first to the outstanding Revolving Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing ) of any Letter of Credit that has been Cash Collateralizedsuch prepayment based on its Revolving Commitment Percentage, the funds held as Cash Collateral shall be applied (without any further action by Tranche A Term Loan Commitment Percentage or notice to or from Borrowers or any other Delayed Draw Term Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving LendersCommitment Percentage, as applicable. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (including any Increase of iii), and (iv) first to the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata (ratably to the remaining principal installments (excluding the principal installment payable at maturity) amortization payments of the Term Loan), then (after the Term Loan has been paid in full) to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit CommitmentCommitments); (C) in with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv), after the manner set forth in clause application of proceeds pursuant to subclauses (A) and (B) above, the balance, if any, to the Loan Parties, as directed by the Borrower. Within the parameters of this Section 2.06(b)(v)the applications set forth above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Sections 2.04(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.04(b)(i), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturityL/C Borrowings, second, to the outstanding Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v)Loans, and and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities.; and (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made with respect to all amounts prepaid pursuant to this Section 2.06(b2.04(b)(ii), firstfirst pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans (and, with respect to Delayed Draw Term Loans, shall be applied ratably pro rata toward remaining principal amortization payments) and then (after the Term A Loans and Delayed Draw Term Loans have been paid in full) to the Term B Loans and then to Revolving Loans (with a corresponding reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans have been repaid) to Cash Collateralize L/C Borrowings and Obligations (with a corresponding reduction in the Swing Line LoansAggregate Revolving Commitments). Within the parameters of the applications set forth above, second, prepayments shall be applied ratably first to the outstanding Revolving Loans, third, Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.04(b) shall be used subject to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash CollateralizedSection 3.05, the funds held as Cash Collateral but otherwise without premium or penalty, and shall be applied accompanied by interest on the principal amount prepaid through the date of prepayment. (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collaterald) to reimburse Section 2.06. Section 2.06 of the L/C Issuer or the Revolving Lenders, Credit Agreement is amended and restated in its entirety as applicable.follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) Each with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the foregoing provisions Revolving Committed Amount. Within the parameters of this Section 2.06(b) the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to prepay the next four (4) principal installments of the Term Alternate Base Rate Loans (pro rata between the Term and second, to LIBOR Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section shall be subject to the remaining principal installments (excluding Section 2.15 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturityprepayment, second, to the Revolving Credit Facility (but otherwise without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiespremium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans Except as otherwise provided in Section 2.15, all amounts required to be paid pursuant to the foregoing provisions of clauses (i) and (ii) of this Section 2.06(b2.05(b) shall be applied, first, to prepay the next four (4) principal installments of 364-Day Term Loans, second, ratably to the Term Loans (pro rata between the Term Loans (including ▇-▇, ▇▇▇▇ ▇▇▇▇▇ ▇-▇ and any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Incremental Term Loans and then to the principal repayment installments thereof on a pro rata basis for all such principal repayment installments including the final principal repayment installment payable at maturitymaturity (except, secondwith respect to any Incremental Term Loan, to the Revolving Credit Facility (without extent the Incremental Amendment with respect to such Incremental Term Loan provides for a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vless than ratable treatment or less than pro rata application with respect to such Incremental Term Loan), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, secondfourth, shall be applied ratably to the outstanding Revolving LoansLoans and fifth (after all L/C Borrowings, thirdSwing Line Loans and Revolving Loans have been repaid), shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.13 shall be applied as follows: (Aa) Each prepayment with respect to all amounts prepaid pursuant to Section 2.13.1(a), to Revolving Credit Loans and (after all Revolving Credit Loans have been repaid), to Swingline Loans and (after all Swingline Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (b) with respect to all amounts prepaid pursuant to Section 2.13.1(b), to Swingline Loans, (c) with respect to all amounts prepaid pursuant to Section 2.13.1(c), to a cash collateral account in respect of LOC Obligations, (d) with respect to all amounts prepaid pursuant to Sections 2.13.2 and 2.13.4, pro rata to the Loans (with a corresponding reduction in the Total Commitments) and the 364-Day Loans and (e) with respect to all amounts prepaid pursuant to Section 2.13.3, pro rata to the Loans and the 364-Day Loans. All prepayments made to the Loans pursuant to the foregoing provisions of this Section 2.06(b) Sections 2.13.2, 2.13.3 and 2.13.4 shall be appliedapplied first to the Revolving Credit Loans until paid in full and then to the Swingline Loans and (after all Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Total Commitments with respect to any prepayment pursuant to Sections 2.13.2 or 2.13.4) until paid in full; provided, firstthat, with respect to prepay any prepayment pursuant to Section 2.13.3, so long as no Default or Event of Default exists, the next four (4) principal installments Borrower shall not be required to cash collateralize the LOC Obligations outstanding as of the Term Loans (pro rata between date of such prepayment provided that the Term Loans (including any Increase Total Commitments as of the Term Loan only if date of such prepayment exceed the Lenders providing amount of such Increase so require)) LOC Obligations outstanding. Within the parameters of the application set forth above, prepayments shall be applied first to Base Rate Loans and then to LIBOR Loans in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section 2.13 shall be subject to the remaining principal installments (excluding Section 2.11.3 and accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.9(b)(i), to prepay Revolving Loans and SFG Revolving Loans and (after all Revolving Loans and SFG Revolving Loans have been repaid) to a cash collateral account (held by the next four (4) principal installments Administrative Agent for the ratable benefit of the Lenders) in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.9(b)(ii) and (iii), (1) first pro rata to the Term A Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments thereof), unless the asset was owned by the Subsidiary Borrower, in which case, pro rata to the SFG Term Loans, (excluding 2) second pro rata to the principal installment payable at maturitySFG Term Loans and (3) third pro rata to the Revolving Loans and SFG Revolving Loans and (after all Revolving Loans and SFG Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the Term applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.9(b) shall be subject to Section 2.19 and be accompanied by interest on the principal installment payable at maturity, second, amount prepaid to the date of prepayment. Amounts prepaid on Swingline Loans and Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall Loans may be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders reborrowed in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesterms hereof. Amounts prepaid on the Term Loans may not be reborrowed. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to Section 3.3(b)(i) and (ii) shall be applied as follows: FIRST to Revolving Loans, SECOND to Swingline Loans and THIRD (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Section 3.3(b)(iii) shall be applied pro rata to (A) Each the Senior Notes and (B) to the Loans and LOC Obligations as follows: FIRST to Revolving Loans, SECOND to Swingline Loans and THIRD (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations; PROVIDED, HOWEVER, each of the Noteholders shall have a right to decline to accept a mandatory prepayment of Loans pursuant to Section 3.3(b)(iii) in accordance with the foregoing provisions terms of this Section 2.06(b) the Note Purchase and Guarantee Agreement, in which case such declined prepayment shall be appliedallocated and offered pro rata among the Noteholders that accept such prepayment or, first, to prepay the next four (4) principal installments if none of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing Noteholders accept such Increase so require)) in direct order of maturityre-allocated prepayment, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to among the Lenders in accordance with their respective Applicable Percentage in respect the foregoing terms of this Section 3.3(b)(iv). Within the parameters of the relevant Facilities. applications (Bto Loans) Except as otherwise provided in Section 2.17set forth above, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably first to the L/C Borrowings Base Rate Loans and the Swing Line Loans, second, then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments of Loans and LOC Obligations under this Section 3.3(b) shall be applied ratably subject to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableSection 3.12.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (iii), (iv) or (v): (1) until the foregoing provisions of this Section 2.06(b) shall be applied, firstTerm Loan has been paid in full, to prepay the next four Term Loan (4with each such prepayment applied to reduce remaining Principal Amortization Payments in inverse order of maturities thereof); and (2) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of after the Term Loan only if has been paid in full, to prepay the Lenders providing such Increase so requireRevolving Loans (to the extent outstanding) and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations by a corresponding amount)) . Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C ObligationsInterest Period maturities. Subject to Section 2.172.05(b)(vii) below, such all prepayments under this Section 2.05(b) shall be paid subject to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as Section 3.05, but otherwise provided in Section 2.17without premium or penalty, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, and shall be applied ratably to accompanied by interest on the L/C Borrowings and principal amount prepaid through the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the foregoing provisions outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii),(iii) and (vi), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of this Section 2.06(bthe Swingline Committed Amount), (3) shall be applied, first, third to prepay the next four Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (4) principal installments fourth to a cash collateral account in respect of the Term Loans LOC Obligations; and (pro rata between the Term Loans C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iv) and (including any Increase of v), (1) first to the Term Loan only if (to be applied to installments in inverse order of maturity), (2) second to the Lenders providing such Increase so requireSwingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third to the Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section shall be subject to the remaining principal installments (excluding Section 2.15 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturityprepayment, second, to the Revolving Credit Facility (but otherwise without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiespremium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required ------------------------------------ to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.7(b)(i), to prepay the next four Revolving Loans and (4after all Revolving Loans have been repaid) principal installments to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv)(A), (v), (vi), (vii) and (viii), (1) first pro rata to the Term ----- --- ---- Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments thereof) and (excluding 2) second to the Revolving Loans and (after all Revolving Loans have ------ been repaid) to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 2.7(b)(iv)(B), pro rata to the Term Loans (ratably to the --- ---- remaining principal installment payable at maturity) installments thereof). Within the parameters of the Term applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by interest on the principal installment payable at maturity, second, to amount prepaid through the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) date of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b2.05(b)(i), ratably to Revolving Loans and Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) shall be appliedto Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then first pro rata to the Term Loan and each Incremental Term Loan (ratably to the remaining principal installments amortization payments of each Loan), then (excluding the principal installment payable at maturity) of after the Term Loan and each Incremental Term Loan have been paid in full) to the Revolving Loans and then (after all Revolving Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit Commitment) in Commitments). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.9(b)(i)(A), to the foregoing provisions Dollar Revolving-1 Loans and then (after all Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of this Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.06(b2.9(b)(i)(B), to the Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) shall be appliedto a cash collateral account in respect of Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.9(b)(ii) and (iii), (1) first, pro rata to prepay the next four (4) principal installments of Tranche A-1 Term Loan and the Incremental Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata ratably to the remaining principal installments thereof), and (excluding 2) second, pro rata to the principal installment payable at maturity) Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the Term Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations and Multi-currency LOC Obligations, pro rata. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.9(b) shall be subject to Section 2.19 and be accompanied by interest on the principal installment payable at maturity, second, to amount prepaid through the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) date of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, applied as follows: (A) with respect to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject all amounts prepaid pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.06(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the drawing Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of any Letter maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of Credit that has been Cash Collateralizedthe applicable Term Loan), the funds held as Cash Collateral shall be applied (without any further action by or notice second, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the Revolving Lendersextent such prepayment constitutes a Repricing Event), as applicableand shall be accompanied by interest on the principal amount prepaid through the date of prepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions Section 3.3(b)(i)(A) and Section 3.3(b)(vi), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of this LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.06(b3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations and (C) shall be appliedwith respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v) , first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) (to remaining Principal Amortization Payments in direct inverse order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturitymaturities thereof) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility Loans and (without after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding permanent reduction in the Revolving Credit Commitment) Committed Amount in an amount equal to all amounts applied pursuant to this clause (C)). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurodollar Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 3.3(b) shall be applied ratably subject to the L/C Borrowings Section 3.12, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans With respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied2.05(b)(i)(A), first, ratably to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Revolving A Loans and then Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to the principal installment payable at maturityCash Collateralize L/C Obligations, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this with respect to all amounts paid pursuant to Section 2.06(b)(v2.05(b)(i)(B), ratably to Revolving B Loans and thirdDutch Swing Line Loans, shall be used (C) with respect to all amounts paid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and (after all Revolving A Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies and (D) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Revolving A Loans, Revolving B Loans, Swing Line Loans and Dutch Swing Line Loans at the remaining Borrowers’ discretion and (after all Revolving A Loans, Revolving B Loans, Swing Line Loans and Dutch Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations. Subject to Section 2.17Within the parameters of the applications set forth above, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurocurrency Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.06(b2.04(b) shall be appliedapplied as follows: (i) with respect to all amounts to be prepaid by BioReliance pursuant to Section 2.04(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; (ii) with respect to all amounts to be prepaid by BioReliance pursuant to Section 2.04(b)(i)(B), to Revolving Loans denominated in Alternative Currencies; and (iii) with respect to all amounts to be prepaid pursuant to Section 2.04(b)(ii), (iii), (iv), and (v), first, pro rata to prepay the next four (4) principal installments of the Term Loans (pro rata between in each case to the Term Loans (including any Increase remaining principal amortization payments in inverse order of maturity) and then, after repayment in full of the Term Loans, to Total Revolving Outstandings (first to the Revolving Loans and then to Cash Collateralize L/C Obligations); provided (A) the portion of such prepayment to be applied to the Revolving Loans, the Domestic Term Loan only if and Cash Collateralization of the Lenders providing L/C Obligations shall be prepaid by BioReliance, and the portion of such Increase so requireprepayment to be applied to the Foreign Term Loan shall be prepaid by the Foreign Borrower and (B) any prepayments required to be made to a Loan pursuant to Section 2.04(b)(ii), (iii), (iv), and (v) shall be made at the end of the Interest Period with respect to such Loan during which such prepayment becomes due. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 2.04(c) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon ; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), to Cash Collateralize the drawing Acquisition Facility Letter of any Credit; and (C) with respect to all amounts prepaid pursuant to Section 2.05(b)(iii), first, to Cash Collateralize the Acquisition Facility Letter of Credit that has been Cash Collateralized(if any), second to the funds held as Cash Collateral shall outstanding Acquisition Facility Loans (to be applied at the election of the Company (without any further action by or notice and if no such election is received, ratably to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) the remaining Principal Amortization Payments set forth in Section 2.07 below)), third, ratably to reimburse the L/C Issuer or Borrowings (with respect to the Revolving LendersCommitment) and the Swing Line Loans, as applicablefourth, to the outstanding Revolving Loans, and, fifth, to Cash Collateralize the remaining L/C Obligations (with respect to the Revolving Commitment); and Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (iii), (iv) and (v), pro rata to the foregoing provisions Tranche B Term Loan (to the remaining principal amortization payments in inverse order of this maturity) and to the Revolving Loans and Swing Line Loans (with no corresponding reduction in the Aggregate Revolving Commitments; provided, however, that if the Aggregate Revolving Commitments are greater than $150,000,000 at the time of such prepayment, amounts prepaid pursuant to Section 2.06(b2.05(b)(ii), (iii), (iv) and (v), shall reduce the Aggregate Revolving Commitments to the extent of such excess) and then (after all Tranche B Term Loans, Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (but without any reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and Swing Line Loans have been repaid) principal installments of the Term Loans to Cash Collateralize L/C Obligations; (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (including any Increase of the Term Loan only if the Lenders providing such Increase so requireiii)) in direct order of maturity, then first pro rata to the Term Loan and the Incremental Term Loan (in each case, ratably to the remaining principal installments amortization payments), then (excluding the principal installment payable at maturity) of after the Term Loan and the Incremental Term Loan have been paid in full) to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to the principal installment payable at maturity, second, to the Revolving Credit Facility Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Credit Commitment) in Commitments). Within the manner parameters of the applications set forth in clause (B) of this Section 2.06(b)(v)above, and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid applied first to the Lenders Base Rate Loans and then to Eurocurrency Rate Loans in accordance with their respective Applicable Percentage in respect direct order of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, Interest Period maturities. All prepayments of the Revolving Credit Facility made pursuant to under this Section 2.06(b), first, 2.05(b) shall be applied ratably subject to the L/C Borrowings Section 3.05, but otherwise without premium or penalty, and the Swing Line Loans, second, shall be applied ratably to accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. Except as otherwise provided in any Refinancing Amendment, Extension Amendment or any Incremental Amendment or as otherwise provided herein, (A) Each each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any prepayment of Term Loans with the foregoing provisions Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i), (ii) and (iii) of this Section 2.06(b2.05(b) shall be applied, firstapplied as directed by the Borrower Agent (and absent such direction, to prepay the next four (4) principal scheduled installments of principal thereof following the Term Loans (pro rata between the Term Loans (including any Increase date of the Term Loan only if the Lenders providing such Increase so require)) prepayment in direct order of maturity, then pro rata to the remaining principal installments ); and (excluding the principal installment payable at maturityC) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect Pro Rata Shares of such prepayment; provided, that to the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments extent the amount required to be applied to prepayment of the Revolving Credit Facility made Term Loans pursuant to this Section 2.05(b) exceeds the aggregate principal amount of Term Loans then outstanding, such excess shall be applied, in the manner provided in Section 2.06(b), first, shall be applied ratably to permanently reduce the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding unused Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableCommitments.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii) or (iv), to the foregoing provisions Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this Section 2.06(b) clause (C)). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to LIBOR Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) Each prepayment of Loans (1) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(x), first to the foregoing provisions outstanding Swingline Loans, second to the outstanding Revolving Loans (as the Company may elect) and third to Cash Collateralize the LOC Obligations, (2) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(y), first to the outstanding Revolving Loans made to the Company denominated in a Foreign Currency and second to Cash Collateralize the LOC Obligations with respect to Letters of this Credit denominated in a Foreign Currency and (3) with respect to all amounts prepaid pursuant to Section 2.06(b2.7(b)(i)(z), to the outstanding Revolving Loans made to the U.K. Borrower; and (B) (1) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)(A) and (iii)(A), to the Euro Term Loan (ratably to the remaining amortization payments thereof) and (2) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)(B) and (iii)(B), to the U.S. Term Loan (ratably to the remaining amortization payments thereof). Within the parameters of the applications set forth above, prepayments shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) applied in direct order of maturity, then pro rata Interest Period maturities. All prepayments under this Section shall be subject to the remaining principal installments (excluding Section 2.15 and be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturityprepayment, second, to the Revolving Credit Facility (but otherwise without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiespremium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.05(b)(i), (iii) and (iv), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations, in each case without a corresponding reduction in the foregoing provisions Aggregate Revolving Commitments; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), first to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations, in each case with a corresponding reduction in the Aggregate Revolving Commitments. Within the parameters of this Section 2.06(b) the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Rate Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(B) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, firstSECTION 2.3(B)(I), to prepay the next four Revolving Loans and (4after all Revolving Loans have been repaid) principal installments to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with an Asset Loss, (1) first to the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturityLoans, then pro rata to be applied to the remaining principal installments thereof in the inverse order of maturity and (excluding the principal installment payable at maturity2) of the Term Loans and then to the principal installment payable at maturity, second, second to the Revolving Credit Facility Loans and (without after all Revolving Loans have been repaid) to a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage cash collateral account in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash CollateralizedObligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) first to the funds held as Cash Collateral shall Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, and (without any further action by or notice 2) second to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateralthe Revolving Loans and (after all Revolving Loans have been repaid) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturitymaturity and, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v2.06(b)(vii), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and Swingline Loans (without any reduction in the foregoing provisions Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii) or (iv), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of this Section 2.06(b) any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Agreement), second, ratably to the LOC Borrowings and the Swingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans (without any reduction in the Revolving Committed CHAR1\1351553v8 52 Amount). Within the parameters of the applications set forth above, prepayments shall be applied, first, applied first to prepay the next four (4) principal installments of the Term Base Rate Loans (pro rata between the Term and then to Eurodollar Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)subject to Section 3.3(b)(vi) in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first3.3(b)(i), to prepay Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account (held by the next four (4) principal installments Administrative Agent for the ratable benefit of the Term Loans Lenders) in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 3.3(b)(ii)-(vi), (1) first pro rata between the Term Loans (including any Increase of to the Term Loan only if A and the Lenders providing such Increase so require)) in direct order of maturity, then pro rata Term Loan B (ratably to the remaining principal installments (excluding the principal installment payable at maturity) thereof); provided that one or more holders of the Term Loan B may decline to accept a mandatory prepayment under Section 3.3(b)(ii) - (vi) to the extent there is a sufficient portion of the Term Loan A outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated, on a pro rata basis, to the holders of the Term Loan A and the holders of the Term Loan B accepting such prepayments, and (2) second pro rata to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.13 and be accompanied by interest on the principal installment payable at maturity, second, amount prepaid to the date of prepayment. Amounts prepaid on Swingline Loans and Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall Loans may be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders reborrowed in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesterms hereof. Amounts prepaid on the Term Loans may not be reborrowed. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.9(b)(i), (1) first to the foregoing provisions outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to a cash collateral account in respect of this Section 2.06(bRevolving LOC Obligations; and (B) shall be appliedwith respect to all amounts prepaid pursuant to Sections 2.9(b)(ii) through (v), first, (1) first to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) and any Incremental Term Facility on a pro rata basis in direct order of maturity, then pro rata (2) second to the remaining principal installments (excluding the principal installment payable at maturity) of the Term outstanding Swingline Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit CommitmentCommitted Amount), (3) third to the outstanding Revolving Loans (without a corresponding permanent reduction in the manner set forth in clause Revolving Committed Amount) and (B4) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the fourth any remaining L/C Obligations. Subject to Section 2.17, such prepayments amounts shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect Borrower. Within the parameters of the relevant Facilities. (B) Except as otherwise provided in Section 2.17applications set forth above, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably first to the L/C Borrowings Alternate Base Rate Loans and the Swing Line Loans, second, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.9(b) shall be applied ratably subject to Section 2.19 and be accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant All amounts required to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon ; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii), (iv), (v) and (vi), first to the drawing of Term Loans to the principal repayment installments thereof on a pro rata basis (provided that any Letter of Credit that has been Cash Collateralized, such payments made prior to the funds held as Cash Collateral Digimarc Release Date shall be applied (without any further action only to the portion of the Term Loans received by or notice the Borrower on the Closing Date and shall not be applied to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) the amounts in the Digimarc Escrow Account), second, ratably to reimburse the L/C Issuer Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (in each of the cases described in clauses second through fourth above, without a corresponding reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the Revolving Lenders, as applicableprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall, upon receipt by Agent from Collateral Agent in accordance with the Intercreditor Agreement, be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b3.3(b)(i)(A) shall be appliedor (D), first, to prepay the next four Revolving Loans, then (4after all Revolving Loans have been repaid) principal installments to the cash collateralization of the Term LOC Obligations, and then (after all Revolving Loans (pro rata between have been paid and all LOC Obligations have been fully cash collateralized) to the Term Loans (including any Increase cash collateralization of the Term Loan only if then-existing Derivative Exposure Reserves, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(C), to a cash collateral account in respect of the Lenders providing such Increase so require)) Borrower’s Aggregate Derivative Reserve Amount obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, then pro rata but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. All prepayments made hereunder shall be made to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders Collateral Agent for allocation in accordance with their respective Applicable Percentage in respect of the relevant FacilitiesIntercreditor Agreement. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. (i) All amounts received pursuant to paragraph (g) shall be applied in the following order: (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, to prepay the next four (4) principal installments balance of the Revolving Term Loans (Loan T01 Facility, the Revolving Term Loan T06 Facility and the Revolving Letter of Credit Facility, to be applied pro rata between in inverse order of their maturities, and, if the Term Loans amount so prepaid exceeds $15,000,000, the Commitment Amount for each such Facility shall be permanently reduced on a pro rata basis by the amount prepaid; (including any Increase B) second, to the principal balance of the Term Revolving Credit Facility; (C) third, to fund a cash collateral account equal to the Letter of Credit Exposure, which cash collateral account will be held by the Administrative Agent (or its designee), without interest, as a pledged cash collateral account and promptly applied to reimbursement of all drafts submitted under outstanding Letters of Credit; (D) fourth, to accrued but unpaid interest on the Facilities; and (E) fifth, to any remaining Obligations, in such order as the Required Lenders may in their sole discretion designate. (ii) Unless otherwise provided in this Agreement or the other Loan only if Documents, payments from the Lenders providing such Increase so require)) in direct order Borrower of maturityprincipal within any category above shall be applied first to the principal of Base Rate Loans, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans Quoted Rate Loans, and then to the principal installment payable at maturityof LIBOR Loans (and, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), among such Quoted Rate Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LIBOR Loans, second, shall be applied ratably first to those with the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableearliest expiring Interest Periods).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the foregoing provisions principal amount of this Section 2.06(boutstanding Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) shall be applied, firstand (2) second with respect to any Letters of Credit then outstanding, to prepay Cash Collateralize the next four LOC Obligations; and (4B) principal installments of with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v), ratably to the Term Loans (pro rata between and Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (including to be applied to installments in inverse order of maturity, unless otherwise directed by the Borrower); provided that the lenders under any Increase Incremental Term Loan may elect, as of the time of incurrence thereof, to receive less than their pro rata share thereof; provided, further, that in the case of mandatory prepayments pursuant to Section 2.7(b)(ii), (iii) or (v) above, a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any permitted first lien Indebtedness secured on a pari passu lien basis with the Term Loan only Facility (collectively, “Additional First Lien Debt”), in each case if required under the Lenders providing terms of the applicable documents governing such Increase so require)) Additional First Lien Debt. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of maturityInterest Period maturities. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, then pro rata but otherwise without premium or penalty. Mandatory prepayments in Section 2.7(b)(ii), (iii) and (v) above shall be subject to limitations to the remaining principal installments (excluding extent required to be made from cash at non-U.S. Restricted Subsidiaries, the principal installment payable at maturity) repatriation of the Term Loans and then which after use of commercially reasonable efforts would result in material adverse tax consequences to the principal installment payable at maturityBorrower, second, to or any of its direct or indirect Subsidiaries (as reasonably determined by the Revolving Credit Facility Borrower in good faith) or would be prohibited or restricted by applicable law (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing including repatriation of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicablecash).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(bSections 2.7(b)(i), (1) shall be applied, first, to prepay the next four outstanding Swingline Loans, (42) principal installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the outstanding Revolving Credit Facility Loans and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii) and (iv), (1) first, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Credit CommitmentCommitted Amount), (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction in the manner Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in clause direct order of Interest Period maturities. Each Lender shall receive its pro rata share (Bexcept with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.06(b)(v), and third, 2.7(b) shall be used to Cash Collateralize the remaining L/C Obligations. Subject subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesbut otherwise without premium or penalty. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.5(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.5(b)(i), to prepay the next four (4) principal installments a cash collateral account in respect of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct order of maturity, then pro rata to the remaining principal installments (excluding the principal installment payable at maturity) of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause Credit-Linked LOC Obligations; and (B) of this Section 2.06(b)(vwith respect to all amounts prepaid pursuant to Sections 2.4(b)(ii) through (vi), and third, shall be used (1) first to the Term Loans; (2) second to cash collateralize the Obligations by delivery of such Cash Collateralize Collateral to the remaining L/C Obligations. Subject to Section 2.17, Collateral Agent; provided that such prepayments Cash Collateral shall be paid to the Lenders Borrower to the extent the Borrower reduces the Credit-Linked LOC Committed Amount in accordance with their respective Applicable Percentage in respect the terms of Section 2.5(d) by an amount at least equal to the amount of such Cash Collateral, which reduction may be effective contemporaneous with the application of such Cash Collateral to other Indebtedness of the relevant Facilities. Credit Parties; and (B3) Except as otherwise provided in Section 2.17third any remaining amounts shall be paid to the Borrower. Within the parameters of the applications set forth above, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably first to the L/C Borrowings Prime Rate Loans and the Swing Line Loans, second, then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.5(b) shall be applied ratably subject to Section 3.3(d) and be accompanied by interest on the outstanding Revolving Loans, third, shall be used to Cash Collateralize principal amount prepaid through the remaining L/C Obligations. Upon the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) Each prepayment of Loans with respect to all amounts prepaid pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first2.05(b)(i), to prepay the next four Revolving Loans and Swing Line Loans and (4after all Revolving Loans and all Swing Line Loans have been paid in full) principal installments of the Term Loans to Cash Collateralize L/C Obligations; and (pro rata between the Term Loans B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), (including any Increase of iii) and (iv), first to the Term Loan only if (to the Lenders providing such Increase so requireremaining principal amortization payments in inverse order of maturity), then (after the Term Loan has been paid in full) to the Revolving Loans and Swing Line Loans (with a corresponding reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (with a corresponding reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of maturityInterest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, then pro rata to the remaining principal installments (excluding but otherwise without premium or penalty, and shall be accompanied by interest on the principal installment payable at maturity) amount prepaid through the date of the Term Loans and then to the principal installment payable at maturity, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(v), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilitiesprepayment. (B) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Application of Mandatory Prepayments. Subject to the provisions of clause (Ac) Each below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of Loans pursuant the Obligations required to the foregoing provisions of be applied in accordance with this Section 2.06(bclause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to prepay repay the next four (4) principal eight remaining installments of the Term Loans (pro rata between the Term Loans (including any Increase of the Term Loan only if the Lenders providing such Increase so require)) in direct forward order of maturity, then pro rata maturity and thereafter to repay ratably the remaining principal installments (excluding the principal installment payable at maturity) balance of the Term Loans and then to the principal installment payable at maturityuntil paid in full, second, to repay the outstanding principal balance of the Revolving Credit Facility (Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitment) Commitments until paid in the manner set forth in clause (B) of this Section 2.06(b)(v)full, and third, shall be used to Cash Collateralize provide cash collateral for the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid Obligations to the Lenders extent and in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) Except as otherwise manner provided in Section 2.179.3, prepayments and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Facility made Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b), first, 2.12(b) that are to be applied to the Term Loans shall be applied ratably to pro rata between the L/C Borrowings Initial Term Loans and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied Delayed-Draw Term Loans (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicableif any).