Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (1C) first with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining amortization payments Principal Amortization Payments thereof)) and SECOND, (2) second to the Swingline Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without a corresponding any reduction of in the Swingline Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (3after all Revolving Loans have been repaid) third 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 clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without a corresponding any reduction of in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first first, ratably to the outstanding Swingline Loans L/C Borrowings and (2) second the Swing Line Loans, second, to the outstanding Revolving Loans., and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.05(b)(ii) through and (viiiii)(A), first ratably to the Term Loans (ratably to the remaining principal amortization payments), second, ratably to the L/C 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), (1I) first with respect to the fiscal year ending December 31, 2015, to the Tranche B-1 Term Loan (ratably to the remaining principal amortization payments) and (B) with respect to the fiscal year ending December 31, 2016 and thereafter, ratably to the Tranche B-1 Term Loan and Tranche B-2 Term Loan (ratably to the remaining principal amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amountsuch Term Loan). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05 and Section 2.09(c) (if applicable), but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section subsection 2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(isubsection 2.6(b)(i)(A), (1) first to the outstanding U.S. Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans and (2after all such Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viisubsection 2.6(b)(i)(B), to U.S. Revolving Loans and/or Swingline Loans and (1after all such Loans have been repaid) first to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(C), to Multicurrency Revolving Loans and/or Swingline Loans and (after all such Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (D) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(D), to Swingline Loans, (E) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(E), to a cash collateral account in respect of LOC Obligations, (F) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(F), to Canadian Revolving Loans and (after all such Loans have been repaid) to a cash collateral account in respect of BA Obligations in accordance with subsection 2.18(g), (G) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(G), to Term Loans under the applicable Term Loan Tranche (and if the Term Loan being prepaid is the Tranche A Term Loan, then such payments shall be credited pro rata across amortization payment maturities), (ratably H) with respect to all amounts prepaid pursuant to subsections 2.6(b)(ii)(A), to reduce, pro rata as set forth in clause (f) below, (I) the remaining Tranche A Term Loan (and credited pro rata across the amortization payments thereofremaining) and (II) the Prudential Obligations, (I) with respect to all amounts prepaid pursuant to subsections 2.6(b)(ii)(B), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount2.6(b)(ii)(C), 2.6(b)(iii)(B), and 2.6(b)(iv), to reduce, pro rata as set forth in clause (3f) third below, (I) ratably, each Tranche of outstanding Term Loans (credited pro rata across the amortization payment maturities in such Tranche), until the Term Loans are paid in full, then Revolving Credit Loans (credited pro rata among U.S. Revolving Loans, Multicurrency Revolving Loans, Canadian Revolving Loans, BA Revolving Obligations and LOC Obligations, with corresponding permanent reductions in the respective Revolving Committed Amounts and with amounts allocated to the BA Revolving Obligations and LOC Obligations to be held in a cash collateral account with respect thereto), then to Swingline Loans and (II) the Prudential Obligations, and (J) with respect to all amounts prepaid pursuant to subsection 2.6(b)(iii)(A), first to Revolving Credit Loans (credited pro rata among U.S. Revolving Loans, Multicurrency Revolving Loans (without a corresponding reduction of and Canadian Revolving Loans) and to permanently reduce the Revolving Committed AmountAmounts (on a pro rata basis), until all Revolving Committed Amounts are reduced to zero, and then ratably to each Tranche of outstanding Term Loans (credited pro rata across amortization payment maturities in such Tranche). Within the parameters of the applications set forth above, prepayments each mandatory prepayment required by this subsection 2.6(b) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section Each such mandatory prepayment shall be subject to Section 2.15 subsections 2.6(e) and 3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a), 2.14(b) or 2.14(c) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment with respect to such applicable Refinancing Term Loans, Extended Term Loans or Incremental Term Loans, as applicable, such prepayment will be applied to each Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness; and (ii) such prepayment will be applied to the next eight (8) installments of each applicable Class of Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such application will result in an indemnification liability of amounts other Pari Passu Lien Indebtedness and the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations amount required to be paid pursuant to such Sections will be ratably reduced; provided that the definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such prepayment proceeds shall be treated as amounts, in each case, on a pro rata basis with the outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit principal amount of the Borrower and applied to the Obligations together with such prepaymentTerm Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (1C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first pro rata to the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), second (2after the Tranche A Term Loan and Tranche B Term Loan have been repaid) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans and third (without after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction of in the Revolving Committed AmountAmount in an amount equal to all amounts applied to the Revolving Loans pursuant to this clause (C)) and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or (iv), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization Payments thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All Subject to Section 8.03, all amounts required to be paid pursuant to this Section 2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i2.09(b)(i), (1) first to the outstanding Swingline Swing Line Loans, second to Revolving Loans and (2) second third to the outstanding Revolving Loans.Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid paid pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(b)(ii), (1) first to the Term Loan B Loans (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15Principal Amortization Payments thereof or, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the LendersBorrower, in an account in direct order for not more than the name of the Administrative Agent next four Principal Amortization Payments and shall be applied then ratably to the Obligations remaining Principal Amortization Payments thereof), in accordance with the terms hereof at the end of the applicable Interest Periods each case subject to clause (x) below; and (C) with respect to such LIBOR Rate all amounts paid pursuant to Section 2.09(b)(iii), (iv), or (v), first to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans (or, at the option of the Borrower, first to the outstanding principal amounts of the Term B Loans and second to the outstanding principal amounts of the Term A Loans and third to any Incremental Term Loans; it being understood that ) (in each case, within each Class of Term Loans ratably to the remaining Principal Amortization Payments thereof or, at the option of the Borrower, in direct order for not more than the next four Principal Amortization Payments and then ratably to the remaining Principal Amortization Payments thereof), in each case subject to clause (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (yxi) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentbelow.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of Letter of Credit Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.3(b)(ii)-(iii) through in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition, (vii)other than an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group) (1) first to the Original Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed Amount), Letter of Credit Obligations and (3) third to the Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans; (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations, (2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Revolving Committed Amount)▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the parameters continuance of the applications set forth abovean Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender’s Existing Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to amount so applied and the terms of Section 2.15, at the option of the Borrower such prepayment proceeds CBI Maximum Credit Line shall be held reduced by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, (1) first to the outstanding Swingline Swing Line Loans, second to Revolving Loans and (2) second to the outstanding any Other Revolving Loans., as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid paid by the Borrower pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(c)(ii), (1iii) first or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for greater than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each other Class of Term Loans, Incremental Term Loans and Other Term Loans), to the Term Loan next eight (8) Principal Amortization Payments, then ratably to the remaining amortization payments thereofPrincipal Amortization Payments (excluding the final payment on the Term Loan Maturity Date); provided that, in the case of Section 2.09(c)(iii), (2) second at the Borrower’s option, the Borrower may apply a portion of such amounts to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section shall be subject prepay outstanding Indebtedness incurred pursuant to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 7.01(s) to the extent any (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such Asset Disposition, Casualty or Condemnation is required under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lendersother Indebtedness, in an account in which case, the name amount of the Administrative Agent and shall prepayment required to be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods made with respect to such LIBOR Rate Loans; it being understood that Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the amount equal to the product of (x) the Obligations to be paid with amount of such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Net Cash Proceeds multiplied by (y) any interest that accrues on a fraction, the prepayment proceeds in such account shall numerator of which is the outstanding principal amount of Term Loans required to be for prepaid pursuant to Section 2.09(c)(iii) and the benefit denominator of which is the sum of the Borrower outstanding principal amount of such outstanding Indebtedness incurred pursuant to Section 7.01(s) and applied required to be prepaid under the Obligations together with terms of such prepaymentIndebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. All amounts required to be paid Any mandatory prepayment of Term Borrowings pursuant to this Section 2.13 shall (i) be applied as follows: allocated among the Classes of Term Borrowings on a pro rata basis (in accordance with the aggregate principal amount of outstanding Borrowings of each such Class), provided that (A) any prepayment of Term Borrowings pursuant to Section 2.13(d) shall be allocated solely to the Tranche B Term Borrowings, (B) any prepayment of Term Borrowings pursuant to Section 2.13(e) shall be allocated to each Class of Term Borrowings as set forth therein and (C) the amounts so allocable to Incremental Term Loans, Extended/Modified Term Loans or Refinancing Term Loans of any Class may be applied to other Term Borrowings as provided in the applicable Incremental Facility Agreement, Extension/Modification Agreement or Refinancing Facility Agreement, and (ii) be applied to reduce the subsequent Installments to be made pursuant to Section 2.11 with respect to all amounts prepaid Term Borrowings of any Class, (x) except in the case of any prepayment of Tranche B Term Borrowings pursuant to Section 2.7(b)(i2.13(d), in the case of Tranche A Term Borrowings or Tranche B Term Borrowings, in the manner specified by the Borrower in the notice of prepayment relating thereto (or, if no such manner is specified in such notice, in direct order of maturity), (1y) first to in the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid case of any prepayment of Tranche B Term Borrowings pursuant to Sections 2.7(b)(ii) through (viiSection 2.13(d), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second Installments to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section shall be subject made pursuant to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods 2.11 with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid Tranche B Term Borrowings and (yz) in the case of Borrowings of any interest that accrues on other Class, as provided in the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentapplicable Incremental Facility Agreement, Extension/Modification Agreement or Refinancing Facility Agreement.

Application of Mandatory Prepayments. All Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, such prepayment will be applied to each Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness, and (ii) such prepayment will be applied to the succeeding installments of each applicable Class of Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such application will result in an indemnification liability of amounts other Pari Passu Lien Indebtedness and the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations amount required to be paid pursuant to such Sections will be ratably reduced; provided that the definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such prepayment proceeds shall be treated as amounts, in each case, on a pro rata basis with the outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit principal amount of the Borrower and applied to the Obligations together with such prepaymentTerm Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, (1) first to the outstanding Swingline Swing Line Loans, second to Revolving Loans and (2) second to the outstanding any Other Revolving Loans., as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid paid by the U.S. Borrower pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(c)(ii), (1iii) first or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable (with respect to the any Other Term Loan (Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for better than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each other Class of Term Loans, Incremental Term Loans and Other Term Loans), ratably to the remaining amortization payments thereofPrincipal Amortization Payments; provided that, in the case of Section 2.09(c)(iii), (2) second at the U.S. Borrower’s option, the U.S. Borrower may apply a portion of such amounts to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section shall be subject prepay outstanding Indebtedness incurred pursuant to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 7.01(s) to the extent any (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such Asset Disposition, Casualty or Condemnation is required under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lendersother Indebtedness, in an account in which case, the name amount of the Administrative Agent and shall prepayment required to be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods made with respect to such LIBOR Rate Loans; it being understood that Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the amount equal to the product of (x) the Obligations to be paid with amount of such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Net Cash Proceeds multiplied by (y) any interest that accrues on a fraction, the prepayment proceeds in such account shall numerator of which is the outstanding principal amount of Term Loans required to be for prepaid pursuant to Section 2.09(c)(iii) and the benefit denominator of which is the sum of the Borrower outstanding principal amount of such outstanding Indebtedness incurred pursuant to Section 7.01(s) and applied the outstanding principal amount of Term Loans required to the Obligations together with such prepaymentbe prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (1iii) first 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 outstanding Swingline Loans and (2) second extent no direction is given by Borrower with respect to the outstanding application of any such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans.; (BC) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.05(b)(v) through or (viivi), to Term Loans to be applied ratably; and (1D) first if the Borrower elects or is deemed to the have elected to pay Term Loan (ratably to the remaining amortization payments thereofLoans in accordance with Section 2.05(b)(vii)(B), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days following a notice of prepayment (or if no notice is provided, the date of such prepayment) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to the Swingline Swing Line Loans (without a corresponding reduction of the Swingline Committed Amount), and then to Revolving Loans and (3after all Closing Date Term Loans, Revolving Loans and Swing Line Loans have been repaid) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to applied ratably (other than as expressly set forth in Section 2.15 2.05(b)(vii)) without premium or penalty except as set forth in Section 2.05(a)(iii) and Section 3.05 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: (A) with respect : first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all amounts prepaid reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to Section 2.7(b)(i)any of the Loan Documents, (1) first pro rata to the outstanding Swingline Loans Lenders and (2) second the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii)Lenders based on their respective pro rata shares of such interest and fees; fourth, (1) first to the Term Loan (ratably to principal balance of the remaining amortization payments thereof)Swingline Loans, (2) second until the same shall have been paid in full, to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount)Lender; fifth, and (3) third to the Revolving Loans (without a corresponding reduction principal balance of the Revolving Committed Amount)Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. Within the parameters The Revolving Commitments of the applications set forth Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or unless an Event of Default has occurred and is continuing, to continuing and the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans Required Lenders so request in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentwriting.

Application of Mandatory Prepayments. All Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment (or as otherwise provided in Section 2.14(a) or (b)), such prepayment will be applied to each Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness, and (ii) such prepayment will be applied to the succeeding installments of each applicable Class of Term Loans in such order as the Borrower may direct, or, if no direction is given, in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such application will result in an indemnification liability of amounts other Pari Passu Lien Indebtedness and the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations amount required to be paid pursuant to such Sections will be ratably reduced; provided that the definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such prepayment proceeds shall be treated as amounts, in each case, on a pro rata basis with the outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit principal amount of the Borrower and applied to the Obligations together with such prepaymentTerm Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this (a) Prepayments under Section 3.03 (other than Section 3.03(a) or (b)) shall be applied as follows: without penalty or premium (A) with respect to all amounts prepaid pursuant to other than Breakage Costs, if any, and if so provided in Section 2.7(b)(i3.03), in the following manner: (1i) first first, pro rata to the outstanding Swingline principal amount of each of the Acquisition Term Loans and to reduce the remaining Scheduled Acquisition Term Loan Principal Payments in inverse order of maturity, (2ii) second second, to the outstanding principal amount of the Supplemental Term Loans, (provided that any amount so prepaid shall permanently reduce the Supplemental Loan Commitments and shall not be available for reborrowing) (iii) third, to repay the Revolving Loans on a pro rata basis, and (iv) fourth, to repay the Supplemental Revolving Loans, on a pro rata basis; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans, Acquisition Term Loans, Supplemental Term Loans or Supplemental Revolving Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans and Supplemental Revolving Loans. (Bb) with With respect to all amounts prepaid each prepayment of Loans required by Section 3.03 (other than Sections 3.03(a) and (b)), the Borrower shall give the Administrative Agent one Business Day's notice and may designate the Types of Loans and the specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a single Borrowing shall be applied to the prepayment of such Loans on a pro rata basis. In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (c) Notwithstanding Sections 2.7(b)(ii3.04(a) through and (viib), (1i) first in the absence of a specific designation from the Borrower, all prepayments to the Term Loan (ratably be applied pursuant to the remaining amortization payments thereof), (2Section 3.04(a) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate the prepayment in full of that portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Acquisition Term Loan or the Supplemental Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and then to LIBOR (B) Revolving Loans or Supplemental Revolving Loans constituting Base Rate Loans in direct order of Interest Period maturities. All an amount not less than the required prepayment are then outstanding, such 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied instead to the Obligations in accordance with prepayment of Revolving Loans and Supplemental Revolving Loans constituting Base Rate Loans, and the terms hereof at prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the end last day of the applicable Interest Periods Period with respect to each of such LIBOR Rate Reserve Adjusted Eurodollar Loans; it being understood that and (xiii) the Obligations Administrative Agent may, in its discretion, establish reserves against the amount of Revolving Loans or Supplemental Revolving Loans, which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans or Supplemental Revolving Loans to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues made on the prepayment Borrower's behalf and apply the proceeds in such account shall be for the benefit of the Borrower and applied thereof to the Obligations together with such prepayment.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Revolving Credit Facility; provided, that (1) any prepayment resulting from the Disposition of any Equipment shall only be applied to the Term A Loan Facility in the inverse order of maturity until paid in full (without, for the avoidance of doubt, any requirement that the excess be applied to the Revolving Credit Facility), and (2) any prepayment resulting from the Disposition of any Real Estate (other than WJS Net Proceeds, which shall be applied to the Revolving Credit Facility) shall be applied first to the Term B Loan Facility in the inverse order of maturity until paid in full and, thereafter, applied to the Revolving Credit Facility. All amounts required prepayments of the Revolving Credit Facility shall be in the manner set forth in clause (B) of this Section 2.05(b)(vi). No prepayment of the Loans pursuant to the foregoing provisions of Section 2.05(b) shall be paid a permanent reduction of the Revolving Credit Commitment or the Letter of Credit Sublimit. (B) Except as otherwise provided in this Agreement, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first ratably to the outstanding Swingline Loans L/C Borrowings and (2) second Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans. (B) with respect , third, shall be used to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to Cash Collateralize the remaining amortization payments thereof)L/C Obligations in the Minimum Collateral Amount and, (2) second to fourth, the Swingline amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans (without a corresponding reduction and Revolving Loans outstanding at such time and the Cash Collateralization of the Swingline Committed Amount)remaining L/C Obligations in the Minimum Collateral Amount may be retained by the Borrowers for use in the ordinary course of Borrowers' business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments funds held as Cash Collateral shall be applied first (without any further action by or notice to Alternate Base Rate Loans and then or from the Borrowers or any other Loan Party) to LIBOR Rate Loans in direct order of Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative reimburse Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.6 shall be applied as follows: (A1) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.6(b)(i)(A) and (B), to Swingline Loans, then to Revolving Loans and (1) first to the outstanding after all Swingline Loans and Revolving Loans have been repaid) to a cash collateral account to cash collateralize outstanding LOC Obligations; and (2) second with respect to the all amounts prepaid pursuant to Section 2.6(b)(i)(C), to a cash collateral account to cash collateralize outstanding Revolving Loans.LOC Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.6(b)(iii), pro rata (1) through to prepay the Term Loans (viipro rata to the Term B Loan (pro rata to the remaining amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder)) and (2) to reduce the Revolving Committed Amount (and, to the extent outstanding, to prepay the Revolving Loans and (after all Revolving Loans have been repaid) to cash collateralize the LOC Obligations outstanding by a corresponding amount), it being understood that, to the extent that Revolving Loans and/or LOC Obligations are not outstanding, the Company shall be entitled to retain the portion of any prepayment amount applied to reduce the Revolving Committed Amount in an aggregate amount equal to such reduction; and (C) with respect to all amounts prepaid pursuant to Section 2.6(b)(ii), (iv) and (v), (1) until the Term Loans have been paid in full, first to prepay the Term Loans (pro rata to the Term B Loan (ratably pro rata to the remaining amortization payments thereofthereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder), ) and (2) second after the Term Loans have been paid in full, to reduce the Revolving Committed Amount (and, to the extent outstanding, to prepay first Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to then the Revolving Loans and (without after all Swingline Loans and Revolving Loans have been repaid) to cash collateralize LOC Obligations by a corresponding reduction amount), it being understood that, to the extent that Revolving Loans and/or LOC Obligations are not outstanding, the Company shall be entitled to retain the portion of any prepayment amount applied to reduce the Revolving Committed Amount)Amount in an aggregate amount equal to such reduction. Within the parameters of the applications set forth above, prepayments each mandatory prepayment required by this Section 2.6(b) shall be applied (i) with regard to Revolving Loans, first to Alternate Base Rate ABR Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturitiesmaturities and (ii) with regard to Term Loans, pro rata to all outstanding Term Loans. All prepayments under this Section Each such mandatory prepayment shall be subject to Section 2.15 Sections 2.6(c) and 3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All A. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the preceding subsections (b)(ii) and (iii) (excluding, for the avoidance of doubt, amounts paid under the preceding subsection (b)(iii) in respect of the High Yield Notes) shall be allocated on a pro rata basis to (i) the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) the Senior Notes (to the extent that the Senior Notes remain outstanding). Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Other than as set forth in the immediately following sentence, amounts payable to the Obligations pursuant to this Section clause (B) shall be applied as follows: : (Ai) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or unless an Event of Default has occurred and is continuingcontinuing as described in clause (ii) below, all amounts so paid to the Obligations shall be applied to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent any the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) if an Event of Default has occurred and is continuing on and as of the date of the Asset Sale, Equity Issuance, debt incurrence or other event or circumstance giving rise to the mandatory prepayment requirement under this Section 2.7(b2.8(b) will (or results from such event or circumstance), all amounts so paid to the Obligations shall be applied to LIBOR Rate prepay the outstanding Term Loans on a pro rata basis until paid in full and then such amounts shall be applied to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full. Notwithstanding anything to the contrary contained herein, from and including, the Fourth Amendment Effective Date until the date (the “NPAS Date”) that the Borrower has received an aggregate amount of Net Proceeds from Asset Sales that equal or exceed $130,000,000 which proceeds are applied to outstanding Indebtedness as required by this Section 2.8.(b), only to the extent such NPAS Date occurs prior to the date of the funding of any High Yield Notes, amounts payable to the Obligations pursuant to this clause (B) with respect to amounts paid pursuant to the preceding subsection (b)(ii) shall be allocated as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the immediately following sentence, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term 2 Loans, until payment in full of the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower. Prepayments of Term Loans made in accordance with clause (I) in the terms of this Section 2.7(b)(viiiimmediately preceding sentence and clause (D)(I) and such application will result below, shall be (x) allocated to each Lender holding Term Loans in an indemnification liability of amount equal to their TL Paydown Percentage multiplied by the Borrower aggregate proceeds allocated to prepay Term Loans pursuant to clause (I) in the immediately preceding sentence or clause (D)(I) below, as the case may be, and (y) applied by each Lender first to its Term 1 Loans, until paid in full, and then to its Term 2 Loans until paid in full. C. Notwithstanding the foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement (either because the holders of the Borrower Senior Notes have declined such prepayment proceeds payments or otherwise) (I) with respect to amounts paid pursuant to the preceding subsection (b)(ii) on or prior to the NPAS Date, shall be held paid by the Administrative Agent, on behalf of the Lenders, in an account in the name of Borrower to the Administrative Agent to be applied to prepay the Revolving Loans, Swingline Loans and shall Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, may be retained by the Borrower and (II) with respect to amounts paid pursuant to the preceding subsection (b)(ii) after the NPAS Date or paid pursuant to the preceding subsection (b)(iii), may (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Obligations Senior Notes or (ii) held as Unrestricted Cash. D. Notwithstanding the foregoing, (A) if the Borrower issues High Yield Notes, the proceeds of the High Yield Notes shall be applied (i) first, to repay or defease the obligations under the Senior Notes Agreement in accordance full, (ii) then, to fund any offering costs in connection with the terms hereof at issuance of High Yield Notes and (iii) finally, to the repay the Obligations. Amounts payable to the Obligations pursuant to this clause (D) shall be applied as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the last sentence of clause (B) above, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term 2 Loans, until payment in full of the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower. E. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of Period therefor, the Borrower and applied to the Obligations together with such prepaymentshall pay all amounts due under Section 5.4.

Application of Mandatory Prepayments. All Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a), 2.14(b) or 2.14(c) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment with respect to such applicable Refinancing Term Loans, Extended Term Loans or Incremental Term Loans, as applicable, such prepayment will be applied to each Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness, provided further that prior to the Oyster Debt Assumption, no portion of such Net Cash Proceeds shall be applied to the Term A-1 Loans; and (ii) such prepayment will be applied to the next eight (8) installments of each applicable Class of Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. 148797484_8155722702_14 Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such application will result in an indemnification liability of amounts other Pari Passu Lien Indebtedness and the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations amount required to be paid pursuant to such Sections will be ratably reduced; provided that the definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such prepayment proceeds shall be treated as amounts, in each case, on a pro rata basis with the outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit principal amount of the Borrower and applied to the Obligations together with such prepaymentTerm Loans.

Application of Mandatory Prepayments. All amounts Subject to Section 5.2(g), each prepayment of Loans required by Section 5.2(a), (b), (c) or (d) or Section 10.9 shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to be paid pursuant to this Section the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied as follows: (A) with respect solely to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction each applicable Class of the Swingline Committed Amount)Refinanced Debt, and (3ii) third to the Revolving any Class of Incremental Loans (without a corresponding reduction may specify that one or more other Classes of the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then Incremental Loans may be prepaid prior to LIBOR Rate Loans in direct order such Class of Interest 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 prepaymentIncremental Loans), but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied within each Class of Loans to the Obligations scheduled installments of unpaid Repayment Amounts due in accordance with respect of such Loans first, to any payments due under Section 2.14 in the terms hereof at 12 months following such prepayment and, second, to the end payments due under Section 2.14 on the applicable Repayment Dates following such 12-month period and the final repayment on the applicable Maturity Date, in each case on a pro rata basis; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, RailAmerica may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Interest Periods Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, RailAmerica may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. Subject to Section 5.2(g), with respect to each such LIBOR Rate Loans; it being understood that (x) prepayment, RailAmerica will, not later than the Obligations date on which such prepayments are required to be paid with made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment proceeds shall to be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to each Class of Loans requesting that the Obligations together with Administrative Agent provide notice of such prepaymentprepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, 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) -------------- with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline ----------------- Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.3(b)(ii) through in connection ------------------ with an Asset Loss, (vii1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section ------- 2.3(b)(iii), (1) first to the Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)----------- principal installments thereof in the inverse order of maturity, and (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed AmountLetter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section ------- 2.3(b)(iv), and unless the Borrower shall otherwise elect a different ---------- application in its discretion (31) third first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) second to the Revolving Committed Amount)Term Loans, to be applied pro rata to the remaining principal installments thereof. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the parameters Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the applications set forth abovecontinuance of an Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term ----------------- Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Revolving Loans and then (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (viivi), (1) first first, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining amortization payments principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount)second, and (3) third to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)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 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred prepayment and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) other amounts accrued and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentunpaid.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after the Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (1C) first with respect to the Term Loan (ratably all amounts prepaid pursuant to the remaining amortization payments thereof3.3(b)(i)(C), to Swingline Loans, (2D) second with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Swingline Loans and then Revolving Loans and (without after all such Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of in the Revolving Committed AmountAmount in an amount equal to all amounts applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (D)) and (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or (iv), first to the Swingline Loans and then to Revolving Loans and (after all Revolving Loans and Swingline 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 Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 2.7(b) will be applied 3.3 would have the effect of reducing the Revolving Committed Amount below the amount necessary to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and support LOC Obligations, such application will result in an indemnification liability portion of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to a cash collateral account in respect of such LOC Obligations and the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to Revolving Committed Amount shall not be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentreduced thereby.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.3(b)(ii) through in connection with a Collateral Loss (viiother than a Collateral Loss of harvesting and processing machinery and equipment), (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to Term Loans to be applied pro rata to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) first to the Term Loans to be applied pro rata to the remaining principal installments thereof and (y) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the Term Loan (ratably Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied pro rata to the remaining amortization payments thereof), principal installments thereof and (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed AmountLetter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv), and unless the Company shall otherwise elect in its discretion (31) third first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) second to the Revolving Committed Amount)Term Loans, to be applied pro rata to the remaining principal installments thereof. Within the parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so 4.10. So long as no Default or Event of Default has shall have occurred and is be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the extent Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any prepayment under this Section 2.7(b) will cash collateral account in respect of Letter of Credit Obligations shall be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentSecurity Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first to the outstanding Swingline Revolving A Loans and Domestic Swing Line Loans and (2after all Revolving A Loans and Domestic Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans and Foreign Swing Line Loans., and (iii) 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; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) (other than the proceeds of any Refinancing Indebtedness which, for the avoidance of doubt, shall be applied solely to the Refinanced Debt) and (iv), first pro rata to the Term A Loan, the Term B-5 Loan and any other Incremental Term Loan (in each case, to the remaining principal amortization payments in direct order of maturity thereof), then (after the Term A Loan, the Term B-5 Loan and any other 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 Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of the Term A Loan, the Term B-5 Loan or any other Incremental Term Loan to be applied ratably to the remaining principal amortization payments thereof), so long as (2x) second to at the Swingline Loans (without a corresponding reduction time of the Swingline Committed Amount), any such prepayment there exists no Default and (3y) third the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)such prepayment, is less than 3.50 to 1.00. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and Loans, then to LIBOR Alternative Currency Daily Rate Loans, then to Term SOFR 13971043v3 Loans, and lastly to Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All A. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the preceding subsections (b)(ii) and (iii) (excluding, for the avoidance of doubt, amounts paid under the preceding subsection (b)(iii) in respect of the High Yield Notes) shall be allocated on a pro rata basis to (i) the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) the Senior Notes (to the extent that the Senior Notes remain outstanding). Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. AmountsOther than as set forth in the immediately following sentence, amounts payable to the Obligations pursuant to this Section clause (B) shall be applied as follows: : (Ai) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or unless an Event of Default has occurred and is continuingcontinuing as described in clause (ii) below, all amounts so paid to the Obligations shall be applied to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent any the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) if an Event of Default has occurred and is continuing on and as of the date of the Asset Sale, Equity Issuance, debt incurrence or other event or circumstance giving rise to the mandatory prepayment requirement under this Section 2.7(b2.8(b) will (or results from such event or circumstance), all amounts so paid to the Obligations shall be applied to LIBOR Rate prepay the outstanding Term Loans on a pro rata basis until paid in accordance with full and then such amounts shall be applied to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the terms extent the other Letter of this Section 2.7(b)(viiiCredit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and such application will result until paid in an indemnification liability of full. C. C. Notwithstanding the Borrower foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement may instead(either because the holders of the Borrower Senior Notes have declined such prepayment proceeds payments or otherwise) (I) with respect to amounts paid pursuant to the preceding subsection (b)(ii) on or prior to the NPAS Date, shall be held paid by the Administrative Agent, on behalf of the Lenders, in an account in the name of Borrower to the Administrative Agent to be applied to prepay the Revolving Loans, Swingline Loans and shall Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, may be retained by the Borrower and (II) with respect to amounts paid pursuant to the preceding subsection (b)(ii) after the NPAS Date or paid pursuant to the preceding subsection (b)(iii), may (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Obligations Senior Notes or (ii) held as Unrestricted Cash. D. Notwithstanding the foregoing, (A) if the Borrower issues High Yield Notes, the proceeds of the High Yield Notes shall be applied (i) first, to repay or defease the obligations under the Senior Notes Agreement in accordance full, (ii) then, to fund any offering costs in connection with the terms hereof at the end issuance of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid High Yield Notes and (yiii) any interest that accrues on finally, to the prepayment proceeds in such account shall be for repay the benefit of the Borrower and applied Obligations. Amounts payable to the Obligations together with such prepaymentpursuant to this clause (D) shall be applied as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the last sentence of clause (B) above, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term 2 Loans, until payment in full of the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.9(b)(i), (1) first to the outstanding Swingline Loans and Loans, (2) second to the outstanding Revolving Loans.Loans and (3) third to a cash collateral account in respect of Revolving LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.9(b)(ii) through (vii), (1) first to the Term Loan Loans (ratably pro rata to the remaining amortization payments thereofset forth in Section 2.4(b)); provided that, so long as there are Swingline Loans, Revolving Loans or Revolving Letters of Credit outstanding, any Credit-Linked Lender may decline to accept any such prepayment (collectively, the "Declined Amount"), in which case the Declined Amount shall first be distributed to the Credit-Linked Lenders accepting prepayments made pursuant to this clause (B)(1) (and applied pro rata to the remaining amortization payments relating thereto) and then to the outstanding Swingline Loans, Revolving Loans and Revolving LOC Obligations in accordance with the remainder of this Section 2.8(b)(viii)(B), (2) second to the outstanding Swingline Loans (without a corresponding permanent reduction of in the Swingline Revolving Committed Amount), and (3) third to the outstanding Revolving Loans (without a corresponding permanent reduction of in the Revolving Committed Amount)) and (4) fourth any remaining amounts shall be paid 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 2.9(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts Any amount required to be paid pursuant to this Section Sections 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers) shall be applied as follows: (Ai) with respect the principal of, and accrued but unpaid interest on, the Term Loans; provided that if at the time any amount is required to all amounts prepaid be paid pursuant to Section 2.7(b)(i2.13(a) (Asset Sales), 2.13(b) (1Insurance/Condemnation Proceeds) first or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any Senior Secured Debt permitted by Section 6.1 (Indebtedness) pursuant to the terms of the documentation governing such Senior Secured Debt (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis subject to the Intercreditor Agreement (determined on the basis of the aggregate outstanding Swingline principal amount of the Term Loans and (2) second Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the outstanding Revolving Loans. (B) with respect to all amounts prepaid Other Applicable Indebtedness pursuant to Sections 2.7(b)(ii) through (vii)the terms thereof, (1) first and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viiihereof) and such application will result in an indemnification liability to the prepayment of the Borrower Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to the terms of Section 2.152.13(a) (Asset Sales), at the option of the Borrower such prepayment proceeds 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be held by reduced accordingly; provided further that to the Administrative Agentextent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, on behalf the declined amount shall promptly (and in any event within 10 Business Days after the date of the Lenders, in an account in the name of the Administrative Agent and shall such rejection) be applied to prepay the Obligations Term Loans in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that hereof; (xii) the Obligations any additional amounts required to be paid Section 2.17(c) (Compensation for Breakage or Non-Commencement of Interest Periods); (iii) except for amounts to be paid to the Lender Counterparties pursuant to the Permitted Hedging Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Financing Documents; and (iv) if applicable, on a pro rata basis with the payments required under clause (b)(i), (ii) and (iii) above, to the Lender Counterparties to the Permitted Hedging Agreements the Hedging Termination Values payable in respect of any Permitted Hedging Agreements to be terminated in connection with such prepayment proceeds in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment), which terminated Permitted Hedging Agreements shall be treated specified by the Borrower in the notice of prepayment; provided, that any Hedging Termination Value that is not due at such time in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment) shall be retained in the Revenue Account, as outstanding applicable, and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on applied at the prepayment proceeds time required as set forth in such account shall be for the benefit Section. Payments of principal of the Borrower and Loans will be applied to the Obligations together with such prepaymentin inverse order of maturity.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i) and Section 3.3(b)(vii), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to a cash collateral account (held by the outstanding Revolving Loans.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 2.7(b)(ii) through (vii3.3(b)(ii)-(vi), (1) first pro rata to the Term Loan A and the Term Loan B (ratably to the remaining amortization payments principal installments 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 to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third pro rata to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)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 2.15 3.13 and be accompanied by interest on the principal amount prepaid through to the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred . Amounts prepaid on Swingline Loans and is continuing, to the extent any prepayment under this Section 2.7(b) will Revolving Loans may be applied to LIBOR Rate Loans reborrowed in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually hereof. Amounts prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall Term Loans may not be for the benefit of the Borrower and applied to the Obligations together with such prepaymentreborrowed.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(ii), Section 3.3(b)(iv) through or Section 3.3(b)(v), pro rata to the Tranche A Term Loan and, if applicable, any term loan portion of the Acquisition Loans (viiin each case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than in respect of any Asset Disposition (x) involving Property described on Schedule 3.3(b)(vii) or (y) involving Sale and Leaseback Transactions of the real property portion of the MD Assets as permitted by Section 8.13), pro rata to (1) first 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 clause (1)), (2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) and (3) the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof), (2D) second with respect to the Swingline all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on Schedule 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without a corresponding any reduction of in the Swingline Revolving Committed Amount), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving the Sale and Leaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13, to Acquisition Loans and (3after all Acquisition Loans have been repaid) third as provided in (C) above, (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv) in respect of a Debt Issuance of Subordinated Notes occurring within 90 days after the Amendment No. 4 Effective Date, to Acquisition Loans (without any reduction in the Acquisition Loan Committed Amount) and (after all Acquisition Loans have been repaid) to Revolving Loans (without a corresponding any reduction of in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(vi), first, to any revolving loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans.Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(vi), to Term Loans to be applied ratably; and (1C) first if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loan (ratably to the remaining amortization payments thereofLoans in accordance with Section 2.05(b)(vi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) second Business Days following a notice of prepayment (or if no notice is provided, the date of such prepayment) by notice to the Swingline Loans (without a corresponding reduction Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Swingline Committed Amount)Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the Declined Amounts notify the Borrower and pay the Declined Amounts first, and (3) third to the Revolving Loans, and second, after all Revolving Loans (without a corresponding reduction of have been repaid, to the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and Loans, then to LIBOR Rate Daily Simple SOFR Loans, then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to applied ratably (other than as expressly set forth in Section 2.15 2.05(b)(vii)) without premium or penalty except as set forth in Section 3.05 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Loans and (2) second then to the outstanding Revolving Loans. 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 Sections 2.7(b)(iiSection 3.3(b)(ii), Section 3.3(b)(iv) through or Section 3.3(b)(v)(A), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (viiin each case ratably to the remaining Principal Amortization Payments thereof) and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or Section 3.3(b)(v)(B), pro rata to (1) the Swingline Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (12) first the 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 clause (2)), (3) the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof) and (4) the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof); provided, (2however, that in connection with a Sponsor Equity Issuance consummated at a time that the Total Leverage Ratio as of the most recent fiscal quarter end with respect to which the Agent has received the Required Financial Information is equal to or less than 6.5 to 1.0, all amounts required to be prepaid pursuant to Section 3.3(b)(v)(B) second shall be applied by the Borrower in the manner provided in Section 3.3(a). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii), Section 3.3(b)(iii), Section 3.3(b)(iv) or Section 3.3(b)(v) to the Swingline extent there are sufficient Tranche A Term Loans (without a corresponding reduction of outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Swingline Committed Amount), Tranche A Term Loans and (3) third to the Revolving Tranche B Term Loans (without a corresponding reduction of the Revolving Committed Amount)held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments of Revolving Loans, the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All A. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. ​ B. Amounts paid under the preceding subsections (b)(ii) and (iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this Section clause (B) shall be applied as follows: : (Ai) with respect to 25% of all amounts prepaid pursuant to Section 2.7(b)(i), (1) first so paid to the outstanding Obligations shall be applied to prepay the Revolving Loans, Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuingReimbursement Obligations and, to the extent any prepayment under this Section 2.7(bthe other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) will until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) 75% of all amounts so paid to the Obligations shall be applied to LIBOR Rate prepay the outstanding Term Loans on a pro rata basis until paid in accordance with full and then such amounts shall be applied to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the terms extent the other Letter of this Section 2.7(b)(viiiCredit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and such application will result until paid in an indemnification liability of full. ​ C. Notwithstanding the Borrower foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall Senior Notes to be applied to the Obligations in accordance with Senior Notes or (ii) held as Unrestricted Cash. ​ D. If the terms hereof at Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of Period therefor, the Borrower and applied to the Obligations together with such prepayment.shall pay all amounts due under Section 5.4. ​

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Loans and (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans. 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)(ii2.8(b)(ii) through (viiiv), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the outstanding Swingline Loans (without a corresponding reduction of in the Swingline Committed AmountRevolving Commitments), and (3) third to the outstanding Revolving Loans (without a corresponding reduction of in the Revolving Committed Amount)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 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.8, but otherwise without premium or penalty; providedif at any time any prepayment of the Loans pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, howeverthen the Borrower, so long as no Default or Event of Default has shall have occurred and is be continuing, to may deposit the extent any prepayment under this Section 2.7(b) will be applied to amount that otherwise would have been paid in respect of such LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability Administrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to the a cash collateral agreement to be entered into on terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by reasonably satisfactory to the Administrative Agent, on behalf with such cash collateral to be directly applied upon the first occurrence thereafter of the Lenders, in an account in the name last day of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable any Interest Periods Period with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All ​ A. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid pursuant to this Section shall be applied as follows: under the preceding subsections (Ab)(ii) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2b)(iii) second which are to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. ​ B. Amounts paid under the preceding subsections (b)(ii) and (iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a corresponding permanent reduction in the Revolving Commitments) and (ii) prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the Revolving Committed Amount). Within the parameters outstanding principal amount of the applications set forth aboveLoans on such date plus the Letter of Credit Liabilities on ​ ​ such date, prepayments by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be applied first applied, first, to Alternate Base Rate prepay the Revolving Loans and then Swingline Loans and to LIBOR Rate Loans Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of Interest Period maturitiesthe Revolving Commitments) until paid in full, then, on a pro rata basis to prepay the outstanding Term Loans. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on ​ C. Notwithstanding the principal amount prepaid through the date of prepaymentforegoing, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, any amounts allocable to the extent any prepayment under this Section 2.7(b) will Senior Notes which are not required to be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall Senior Notes to be applied to the Obligations in accordance with Senior Notes or (ii) held as Unrestricted Cash. ​ D. If the terms hereof at Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of Period therefor, the Borrower and applied to the Obligations together with such prepayment.shall pay all amounts due under Section 5.4. ​

Application of Mandatory Prepayments. All Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(c) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment with respect to such applicable Refinancing Term Loans, Extended Term Loans or Incremental Term Loans, as applicable, such prepayment will be applied to each Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness, and (ii) such prepayment will be applied to the next eight (8) installments of each applicable Class of Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such application will result in an indemnification liability of amounts other Pari Passu Lien Indebtedness and the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations amount required to be paid pursuant to such Sections will be ratably reduced; provided that the definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such prepayment proceeds shall be treated as amounts, in each case, on a pro rata basis with the outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit principal amount of the Borrower and applied to the Obligations together with such prepaymentTerm Loans.

Application of Mandatory Prepayments. All 1. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid pursuant to this Section shall be applied as follows: under the preceding subsections (Ab)(ii) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2b)(iii) second which are to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. 2. Amounts paid under the preceding subsections (b)(ii) and (iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a corresponding permanent reduction in the Revolving Commitments) and (ii) prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the Revolving Committed Amount). Within the parameters outstanding principal amount of the applications set forth aboveLoans on such date plus the Letter of Credit Liabilities on such date, prepayments by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be applied first applied, first, to Alternate Base Rate prepay the Revolving Loans and then Swingline Loans and to LIBOR Rate Loans Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of Interest Period maturitiesthe Revolving Commitments) until paid in full, then, on a pro rata basis to prepay the outstanding Term Loans. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on ​ 3. Notwithstanding the principal amount prepaid through the date of prepaymentforegoing, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, any amounts allocable to the extent any prepayment under this Section 2.7(b) will Senior Notes which are not required to be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall Senior Notes to be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that Senior Notes or (xii) the Obligations to be paid with such prepayment proceeds shall be treated held as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.Unrestricted Cash. ​

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.04(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.04(b)(i), (1) first first, ratably to the outstanding Swingline Loans and (2) second L/C Borrowings, second, to the outstanding Revolving Loans., and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.04(b)(ii)(A) through (viiand(B), first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans (1and, with respect to Delayed Draw Term Loans, shall be applied pro rata toward remaining principal amortization payments) first and then (after the Term A Loans and Delayed Draw Term Loans have been paid in full) to the Term Loan (ratably B Loans and then to the remaining amortization payments thereof), (2) second to the Swingline Revolving Loans (without 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);and (C) with respect to all amounts prepaid pursuant to Section 2.04(b)(ii)(C), first to payment of any amount of the Swingline Committed Amount)Delayed Draw Term Loan due on the Maturity Date until paid in full, second, to the outstanding Term A Loans until paid in full and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)outstanding Term B Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.04(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long . (e) Section 2.06. The chart in Section 2.06 of the Credit Agreement is amended and restated in its entirety as no Default or Event of Default has occurred and follows: (f) Section 7.02(f). A new Section 7.02(f) is continuing, added to the extent any prepayment under this Section 2.7(b) will be applied Credit Agreement to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated read as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Revolving Loans and then (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid 44 pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (viiv), (1) first first, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining amortization payments principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount)second, and (3) third to the Revolving Loans (without with a corresponding permanent pro rata reduction of the Revolving Committed Amount)Commitments 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 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i), (12.09(b)(i) first to in the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans.order provided in such Section; and (B) with respect to all amounts prepaid paid pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(b)(ii), (iii), (iv), (v) or (vi) (1) first first, to the Term Loan B Loans (ratably to the remaining amortization payments Principal Amortization Payments of all Classes thereof), (2) second provided that the Borrower may elect to cause all or a portion of such prepayment of Term B Loans to be applied to the Swingline Loans (without a corresponding reduction remaining Principal Amortization Payments of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 all Classes thereof in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest maturity, due in the twelve month period commencing on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower which case such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied ratably to multiple Principal Amortization Payments due on the same Principal Amortization Payment Date based on the outstanding principal balances of such Principal Amortization Payments) and (2) second, (x) to the Obligations Revolving Loans ratably between Classes of Revolving Loans (with a corresponding reduction in accordance with the terms hereof at Revolving Committed Amount (applied to the end R-1 Revolving Commitments and R-2 Revolving Commitments based on the amounts of the applicable Interest Periods with respect Classes of Revolving Loans so prepaid) pursuant to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Section 2.10(b)), (y) any interest that accrues on then to Swingline Loans (with a corresponding reduction in the prepayment proceeds in such account shall be for Revolving Committed Amount (applied ratably to R-1 Revolving Commitments and R-2 Revolving Commitments) and the benefit of the Borrower Swingline Committed Amount pursuant to Section 2.10(b)), and applied (z) then to the Obligations together with such prepaymentCash Collateralize LC Obligations.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section Sections 3.3(b)(ii) and 3.3(b)(v) shall be applied ratably to the Revolving Obligations, the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), the Revolving Obligations (1) first to the outstanding Revolving Loans and second to Swingline Loans and (2after all Revolving Loans and Swingline Loans have been repaid) second then to a cash collateral account to secure LOC Obligations) (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the outstanding Revolving Loans. Obligations pursuant to this Section (b)(iii)) and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (Loans, the Tranche C Term Loans and the New Term Loans, in the inverse order of maturity thereof, allocated ratably between the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans, the Tranche C Term Loans or the New Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) to the remaining amortization payments thereof)extent there are sufficient Revolving Loans, (2) second Term Loans or Tranche C Term Loans, as applicable, outstanding to be paid with such prepayment. In the Swingline Loans (without a corresponding reduction event one or more holders of the Swingline Committed Amount)Term Loans declines such a prepayment, and such declined prepayments shall be split evenly, with fifty percent (350%) third to of such declined prepayment allocated toward a prepayment of the Revolving Loans (without with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment) and fifty percent (50%) of such declined prepayment being returned to the Borrower. In the event one or more holders of the Tranche C Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed AmountAmount in an amount equal to the amount prepaid pursuant to such prepayment), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. In the event one or more holders of the New Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Tranche C Term Loans (subject to the right of the holders of the Tranche C Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. Notwithstanding the foregoing or anything to the contrary set forth in this Credit Agreement, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated ratably toward a prepayment of the Term Loans, the Tranche C Term Loans and the New Term Loans). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment3.12.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first to the outstanding Swingline Revolving Loans and Swing Line Loans and (2after all Revolving Loans and all Swing Line Loans have been repaid) second to the outstanding Revolving Loans.Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), pro rata (in accordance with the outstanding amounts thereof ) to the Term Loans (up to 50% of any such prepayment applied to the remaining principal amortization payments due within the next twelve months in direct order of maturity and the remainder of such prepayment applied ratably to the remaining principal amortization payments) and the Revolving Loans, Swing Line Loans and L/C Obligations (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); and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(iii), (1iv) and (v), first to the Term Loan Loans (up to 50% of any such prepayment applied to the remaining principal amortization payments due within the next twelve months in direct order of maturity and the remainder of such prepayment applied ratably to the remaining principal amortization payments thereofpayments), then (2after the Term Loans have been paid in full) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans and Swing Line Loans (without 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). One or more holders of the Term Loans may decline to accept a mandatory prepayment under Sections 2.05(b)(ii), (iii), (iv) or (v), in which case such declined prepayments shall be allocated pro rata among the Term Loans (and, in the case of a mandatory prepayment under Section 2.05(b)(ii), the Revolving Committed Amount)Loans, Swing Line Loans and L/C Obligations outstanding) held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first first, to the outstanding Swingline Swing Line Loans, second, to Committed Loans and (2after the Committed Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of L/C Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 2.05(b)(i)(B), to a cash collateral account in respect of L/C Obligations, (1C) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), to Swing Line Loans, (D) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), first to the Term Loan Swing Line Loans and then Committed Loans and (ratably after all such Loans have been repaid) to the remaining amortization payments thereof), a cash collateral account in respect of L/C Obligations (2) second to the Swingline Loans (without with a corresponding reduction in the Aggregate Commitments in an amount equal to all amounts applied, or available to be applied, to Swing Line Loans, Committed Loans and in respect of the Swingline Committed AmountL/C Obligations pursuant to this clause (D)) and (E) with respect to all amounts prepaid pursuant to Section 2.05(b)(iii) or (iv), first to the Swing Line Loans and then to Committed Loans and (3after all Committed Loans and Swing Line Loans have been repaid) third to the Revolving Loans (without a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)L/C 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 Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 2.7(b) will be applied 2.05 would have the effect of reducing the Aggregate Commitments below the amount necessary to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and support L/C Obligations, such application will result in an indemnification liability portion of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to a cash collateral account in respect of such L/C Obligations and the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to Aggregate Commitments shall not be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentreduced thereby.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of Letter of Credit Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.3(b)(ii)-(iii) through in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition, (vii)other than an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the C▇▇▇▇▇▇▇ Fresh German Group) (1) first to the Original Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed Amount), Letter of Credit Obligations and (3) third to the Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the C▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans; (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the C▇▇▇▇▇▇▇ Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations, (2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Revolving Committed Amount)C▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the parameters continuance of the applications set forth abovean Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender’s Existing Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to amount so applied and the terms of Section 2.15, at the option of the Borrower such prepayment proceeds CBI Maximum Credit Line shall be held reduced by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.3(b)(ii) through in connection with an Asset Loss, (vii1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, and (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed AmountLetter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv), and unless the Borrower shall otherwise elect a different application in its discretion (31) third first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) second to the Revolving Committed Amount)Term Loans, to be applied pro rata to the remaining principal installments thereof. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the parameters Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the applications set forth abovecontinuance of an Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first to the outstanding Swingline Revolving A Loans and Domestic Swing Line Loans and (2after all Revolving A Loans and Domestic Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans and Foreign Swing Line Loans., (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving C Loans, and (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; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) (other than the proceeds of any Refinancing Indebtedness which, for the avoidance of doubt, shall be applied solely to the Refinanced Debt) and (iv), first pro rata to the Term A Loan, the Term B‑3 Loan and any Incremental Term Loan (in each case, ratably to the remaining principal amortization payments), then (after the Term A Loan, the Term B‑3 Loan and any 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 Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of the Term A Loan, the Term B‑3 Loan or any Incremental Term Loan to be applied ratably to the remaining principal amortization payments thereof), so long as (2x) second to at the Swingline Loans (without a corresponding reduction time of the Swingline Committed Amount), any such prepayment there exists no Default and (3y) third the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)such prepayment, is less than 3.50 to 1.00. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section SECTION 2.3(B) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(iSECTION 2.3(B)(I), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSECTION 2.3(B)(II) through in connection with a Collateral Loss (viiother than a Collateral Loss of harvesting and processing machinery and equipment), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third FIRST to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Committed AmountLoans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to 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)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section SECTION 2.3(B) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so SECTION 4.10. So long as no Default or Event of Default has shall have occurred and is be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the extent Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any prepayment under this Section 2.7(b) will cash collateral account in respect of Letter of Credit Obligations shall be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentSecurity Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Loans and (2) second then to the outstanding Revolving Loans. 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 Sections 2.7(b)(ii) through (viiSection 3.3(b)(ii), (iv) or (v), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization Payments thereof) and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), pro rata to (1) first the Swingline Loans, (2) the 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 clause (2)), (3) the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof) and (4) the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (2iii), (iv) second or (v) to the Swingline extent there are sufficient Tranche A Term Loans (without a corresponding reduction of outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Swingline Committed Amount), Tranche A Term Loans and (3) third to the Revolving Tranche B Term Loans (without a corresponding reduction of the Revolving Committed Amount)held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments of Revolving Loans, the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of Letter of Credit Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.3(b)(ii)-(iii) through in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition, (vii)other than an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh (1) first to the Original Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed Amount), Letter of Credit Obligations and (3) third to the Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans; (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations, (2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Revolving Committed Amount)▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the parameters continuance of the applications set forth abovean Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) unless the funds applied pursuant to this Section 2.3(b)(vi) were applied to Term B Loans, each Existing Lender's Existing Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to amount so applied and the terms of Section 2.15, at the option of the Borrower such prepayment proceeds CBI Maximum Credit Line shall be held reduced by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to ------------------------------------ be paid pursuant to this Section 2.3(b) shall be applied applied, subject to -------------- Section 4.8(c), as follows:-------------- (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving ----------------- Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.3(b)(ii) through in connection with an ------------------ Asset Loss, (vii1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the ------------------ Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, and (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed AmountLetter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv), and unless the Borrower shall otherwise elect ----------------- a different application in its discretion (31) third first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) second to the Revolving Committed Amount)Term Loans, to be applied pro rata to the remaining principal installments thereof. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the parameters Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the applications set forth abovecontinuance of an Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(v) (other than pursuant to clause ---------------- 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this (a) Prepayments under Section 3.03 (other than Section 3.03(a) or (b)) shall be applied as follows: without penalty or premium (A) with respect to all amounts prepaid pursuant to other than Breakage Costs, if any, and if so provided in Section 2.7(b)(i3.03), in the following manner: (1i) first first, if made (x) prior to the Acquisition Term Commitment Termination Date, pro rata to the outstanding Swingline principal amount of each of the Term A Loans and the Term B Loans to reduce the remaining Scheduled Term A Loan Principal Payments and the remaining Scheduled Term B Loan Principal Payments, in each case in inverse order of maturity, or (2y) second on or after the Acquisition Term Loan Commitment Termination Date, pro rata to the outstanding principal amount of each of the Term A Loans, the Term B Loans and the Acquisition Term Loans to reduce the remaining Scheduled Term A Loan Principal Payments, the remaining Scheduled Term B Loan Principal Payments and the remaining Scheduled Acquisition Term Loan Principal Payments, in each case in inverse order of maturity, (ii) second, if made (x) prior to the Acquisition Term Loan Commitment Termination Date, to the outstanding principal amount of the Acquisition Term Loans, (provided that any amount so prepaid shall permanently reduce the Acquisition Term Loan Commitments) or (y) on or after the Acquisition Term Loan Commitment Termination Date, to repay Revolving Loans, and (iii) third, to repay Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans or Acquisition Term Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans. (Bb) with With respect to all amounts prepaid each prepayment of Loans required by Section 3.03 (other than Sections 3.03(a) and (b)), the Borrower shall give the Administrative Agent one Business Day's notice and may designate the Types of Loans and the specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a single Borrowing shall be applied to the prepayment of such Loans on a pro rata basis. In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (c) Notwithstanding Sections 2.7(b)(ii3.04(a) through and (viib), (1i) first in the absence of a specific designation from the Borrower, all prepayments to the Term Loan (ratably be applied pursuant to the remaining amortization payments thereof), (2Section 3.04(a) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate the prepayment in full of that portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Term A Loan, the Term B Loan or the Acquisition Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and then to LIBOR (B) Revolving Loans constituting Base Rate Loans in direct order of Interest Period maturities. All an amount not less than the required prepayment are then outstanding, such 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied instead to the Obligations in accordance with prepayment of Revolving Loans constituting Base Rate Loans, and the terms hereof at prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the end last day of the applicable Interest Periods Period with respect to each of such LIBOR Rate Reserve Adjusted Eurodollar Loans; it being understood that and (xiii) the Obligations Administrative Agent may, in its discretion, establish reserves against the amount of Revolving Loans which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues made on the prepayment Borrower's behalf and apply the proceeds in such account shall be for the benefit of the Borrower and applied thereof to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Revolving Loans and (after all Revolving Loans have been repaid), to Swingline Loans and (2after all Swingline Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (1C) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(C), to Swingline Loans, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Term Loan (ratably to the remaining amortization payments thereof)Revolving Loans until paid in full, (2) second then to the Swingline Loans (without until paid in full, and then to a cash collateral account in respect to LOC Obligations, and with respect to any Asset Disposition not permitted by Section 8.5, each such prepayment made pursuant to Section 3.3(b)(ii) shall accompanied by a corresponding reduction of in the Swingline Revolving Committed Amount, (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) and (iv), and (3) third first to the Revolving Loans (without until paid in full, then to the Swingline Loans until paid in full, and then to a cash collateral account in respect of LOC Obligations, provided, however, at such time as the aggregate amounts prepaid pursuant to Section 3.3(b)(iii) exceed $35 million, each such prepayment made pursuant to Section 3.3(b)(iii) shall be accompanied by a corresponding reduction of in the Revolving Committed Amount. Notwithstanding the foregoing, with respect to any prepayment pursuant to Section 3.3(b)(ii), (iii) or (iv), so long as no Default or Event of Default exists, the Borrower shall not be required to cash collateralize the LOC Obligations outstanding as of the date of such prepayment provided that the Revolving Committed Amount as of the date of such prepayment exceeds the LOC Obligations outstanding as of such date. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment3.12.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(ii), pro rata across the Revolving Loans (with a corresponding reduction in the Revolving Commitments), the Tranche A Term Loan and the Tranche B Term Loan outstanding as of such date and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(iii) through (viiv), (1) first FIRST PRO RATA to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining amortization payments principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (iv) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third SECOND to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)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 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first to the outstanding Swingline Revolving Loans and Swing Line Loans and (2after all Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Revolving Loans.Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii), (iv), and (v) first ratably to the Term Loan Loans (ratably to the remaining principal amortization payments thereofof the Term Loans in inverse order of maturity), then (2after the Term Loans has been paid in full) second to the Swingline Revolving Loans and then (after all Revolving Loans have been repaid), if a Default then exists, to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments); provided, that any Incremental Term Loan and any loan under a Refinancing Term Facility may participate in such mandatory prepayments pursuant to Section 2.05(b)(ii), 2.05(b)(iii), 2.05(b)(iv) and 2.05(b)(v) on a pro rata or less than pro rata basis. Notwithstanding the foregoing, the Net Cash Proceeds of the Swingline Committed Amount), and (3) third Bayou Disposition shall be applied to the prepayment of the Revolving Loans (without it being understood that the Net Cash Proceeds in excess of the outstanding amount of Revolving Loans may be retained by the Borrower), with a corresponding simultaneous permanent reduction of the Aggregate Revolving Committed Amount)Commitments of $25,000,000. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. 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 (viiSection 3.3(b)(ii), (1iii) or (iv), first pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining amortization payments Principal Amortization Payments thereof), ) and (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of LOC Obligations; provided, however, with respect to any prepayment pursuant to Section 3.3(b)(iii) with proceeds from the issuance of any Subordinated Indebtedness, such prepayment shall be applied first to the Tranche C Term Loan until the Tranche C Term Loan shall have been paid in full. One or more holders of the Swingline Committed AmountTranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), and (3iii) third or (iv) to the Revolving extent there are sufficient Tranche A Term Loans (without a corresponding reduction of outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Revolving Committed Amount)Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid prepaid pursuant to clause (iv), (v), (vi), (vii), (viii), (ix) or (x) of this Section 2.13(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably Loan, pro rata to the remaining amortization payments thereofset forth in Section 2.13(d), (2B) second to the Swingline Loans outstanding Swing Line Loans, (without a corresponding reduction of the Swingline Committed Amount)C) third to outstanding Revolving Loans, and (3D) third fourth, to any outstanding LC Disbursement, then to the Revolving Loans Administrative Agent to cash collateralize the aggregate amount of LC Exposure at such time in the same manner as provided in Section 2.05(j) (without a corresponding reduction and Section 2.05(j) (other than the last sentence thereof) shall apply, mutatis mutandis, to such obligation to cash collateralize). Subject to Section 2.05(j), such amounts shall be held as security for the reimbursement obligations of the Revolving Committed Amount)Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, each L/C Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for monthly remittance to the Borrower of any interest accrued on such cash collateral amount. Within the parameters All such prepayments of the applications set forth aboveTerm Loans shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(xiii), prepayments then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Alternate Base Rate Term Loans and then that are ABR Loans to LIBOR Rate the full extent thereof before application to Term Loans that are Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject a manner that attempts to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepaymentminimize, but otherwise without premium or penalty; providedobligation to minimize, however, so long as no Default or Event the amount of Default has occurred and is continuing, any breakage payments required to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of made by the Borrower pursuant to the terms of Section 2.15, at the option Article III. All such prepayments of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and Revolving Loans shall be applied on a pro rata basis to the Obligations in accordance with then outstanding Revolving Loans being prepaid irrespective of whether such outstanding Revolving Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the terms hereof at the end right to waive a given mandatory prepayment of the applicable Interest Periods Revolving Loans pursuant to Section 2.13(xiii), then, with respect to such LIBOR Rate Loans; it being understood mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Revolving Loans that (x) are ABR Loans to the Obligations full extent thereof before application to Revolving Loans that are Eurodollar Loans in a manner that attempts to minimize, but without obligation to minimize, the amount of any breakage payments required to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of made by the Borrower and applied pursuant to Article III. If the Obligations together with outstanding principal amount of Eurodollar Loans made pursuant to a Borrowing is reduced below $1,000,000 as a result of any such repayment or prepayment, then all the Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar Loans, be Converted into ABR Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all 48 Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through Section 3.3(b)(ii), pro rata to the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (viiin each case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii)), (iv) or (v), pro rata to (1) first 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 clause (1)), (2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof), (3) the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), (2D) second with respect to the Swingline all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without a corresponding any reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of in the Revolving Committed Amount) and (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(vi), first, to any revolving loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv) or (v) to the extent there are sufficient outstandings under the Tranche A Term Loans and/or any term portion of the Acquisition Loans to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata the term loan portion(s) of the Acquisition Loans, the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and Loans, (2) second to the outstanding Revolving Loans.Loans and (3) third to Cash Collateralize the LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through and (viib)(iii), (1) first to the Term Loan Loans of each Class on a pro rata basis based on the respective principal amounts thereof (ratably in each case, as to any Class of Term Loans, to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction thereof in direct order of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amountmaturity). Within the parameters of the applications set forth above, prepayments of any Class of Term Loans shall be applied first to Alternate Base Rate ABR Loans and then to LIBOR Rate Term Benchmark Loans; provided that if, at the time that any such prepayment would be required hereunder, the Lead Borrower or any Restricted Subsidiary is required to offer to repurchase or prepay any other Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds of such prepayment event (such Indebtedness (or Credit Agreement Refinancing Indebtedness in respect thereof) required to be offered to be repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in direct order accordance with the terms hereof), and the amount of Interest Period maturitiesthe prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.7(b) shall be reduced on a dollar-for-dollar basis accordingly; provided further that, to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent (i) pursuant to Section 2.8 or any other prepayment of the Obligations required to be paid applied in accordance with this clause (b) other than in respect of any payment required pursuant to this Section 2.8(a) shall be applied as follows: (A) with respect first, to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to repay the outstanding Swingline principal balance of the Term Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Other Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section maturity to the next four scheduled amortization payments and thereafter ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall be subject not effect a permanent reduction in the Revolving Credit Facility), third, to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any prepayment unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under this Section 2.7(b) will be applied to LIBOR Rate Loans the Second Lien Credit Agreement in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Second Lien Loan Documents and, then, with any excess to be distributed to the Borrower and (ii) pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and 2.8(a) shall be applied first, to repay the outstanding principal balance of the Term Loans and the Other Term Loans ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with the terms hereof at the end of the applicable Interest Periods Second Lien Loan Documents and, then, with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations any excess to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied distributed to the Obligations together with such prepaymentBorrower.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (1) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(x), (1) first to the outstanding Swingline 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;, (2) second with respect to the outstanding all amounts paid pursuant to Section 2.05(b)(i)(y), to Revolving Loans.B Loans and (3) with respect to all amounts paid pursuant to Section 2.05(b)(i)(z), to Loans denominated in Alternative Currencies and (after all Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.05(b)(ii) through and (viiiii), (1) first to the Term Loan (ratably to the remaining principal amortization payments thereofof the Term Loan), then (2after the Term Loan has been paid in full) second pro rata to the Swingline Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a corresponding permanent reduction of in the Swingline Committed AmountAggregate Revolving Commitments); (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), after the application of proceeds pursuant to subclauses (A) and (3B) third above, the balance, if any, to the Revolving Loans (without a corresponding reduction of Loan Parties, as directed by the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR EurodollarEurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and Swing Line Loans and (2after all Revolving Loans and all Swing Line Loans have been repaid) second to the outstanding Revolving Loans.Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.05(b)(i)(B), to Revolving Loans denominated in Alternative Currencies ; and (C) through with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), pro rata to the Term Loans (viito the remaining principal amortization payments in inverse order of maturity) and the Revolving Loans, Swing Line Loans and L/C Obligations (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). (D) with respect to all amounts prepaid pursuant to Section 2.05(b)(iii), (1iv), (v) and (vi), first to the Term Loan Loans (ratably to the remaining principal amortization payments thereofin inverse order of maturity), then (2after the Term Loans have been paid in full) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans and Swing Line Loans (without with a corresponding reduction of in the Aggregate Revolving Committed AmountCommitments) 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 Alternate Base Rate Loans and then to LIBOR Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first first, to the outstanding Swingline Loans and Loans, (2) second second, to the outstanding Revolving Loans. 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, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii) through and (viiiv), (1) first first, to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the outstanding Swingline Loans (without a corresponding permanent reduction of in the Swingline Revolving Committed Amount), and (32) third second, to the outstanding Revolving Loans (without a corresponding permanent reduction of in 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 (C) with respect to all amounts prepaid pursuant to Section 2.7(b)(vi), (1) first, to the outstanding Swingline Loans (with a corresponding permanent reduction to the Revolving Committed Amount but not the Swingline Committed Amount (other than pursuant to Section 2.6(b))), (2) second, to the outstanding Revolving Loans (with 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. 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. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and . (b) A new clause (vi) is continuing, hereby added to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect such section to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated read as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this (a) Prepayments under Section 3.03 (other than Section 3.03(a) or (b)) shall be applied as follows: without penalty or premium (A) with respect to all amounts prepaid pursuant to other than Breakage Costs, if any, and if so provided in Section 2.7(b)(i3.03), in the following manner: (1i) first first, to the outstanding Swingline principal amount of each of the Acquisition Term Loans and to reduce the remaining Scheduled Acquisition Term Loan Principal Payments in inverse order of maturity, (2ii) second second, to the outstanding principal amount of the Supplemental Term Loans, in inverse order of maturity (provided that any amount so prepaid shall permanently reduce the Supplemental Loan Commitments and shall not be available for reborrowing) (iii) third, to repay the Revolving Loans, and (iv) fourth, to repay the Supplemental Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans, Acquisition Term Loans, Supplemental Term Loans or Supplemental Revolving Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans and Supplemental Revolving Loans. (Bb) with With respect to all amounts prepaid each prepayment of Loans required by Section 3.03 (other than Sections 3.03(a) and (b)), the Borrower shall give the Administrative Agent one Business Day's notice and may designate the Types of Loans and the specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a single Borrowing shall be applied to the prepayment of such Loans on a pro rata basis. In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (c) Notwithstanding Sections 2.7(b)(ii3.04(a) through and (viib), (1i) first in the absence of a specific designation from the Borrower, all prepayments to the Term Loan (ratably be applied pursuant to the remaining amortization payments thereof), (2Section 3.04(a) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate the prepayment in full of that portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Acquisition Term Loan or the Supplemental Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and then to LIBOR (B) Revolving Loans or Supplemental Revolving Loans constituting Base Rate Loans in direct order of Interest Period maturities. All an amount not less than the required prepayment are then outstanding, such 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied instead to the Obligations in accordance with prepayment of Revolving Loans and Supplemental Revolving Loans constituting Base Rate Loans, and the terms hereof at prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the end last day of the applicable Interest Periods Period with respect to each of such LIBOR Rate Reserve Adjusted Eurodollar Loans; it being understood that and (xiii) the Obligations Administrative Agent may, in its discretion, establish reserves against the amount of Revolving Loans or Supplemental Revolving Loans, which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans or Supplemental Revolving Loans to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues made on the prepayment Borrower's behalf and apply the proceeds in such account shall be for the benefit of the Borrower and applied thereof to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required (i) Subject to be paid the provisions of Section 2.18(c), any prepayments made by Borrower pursuant to clause (a) of this Section 2.17 with respect to the ▇▇▇▇▇▇▇▇▇ Transaction shall be applied as follows: (A1) first, interest; (2) second, to repay the outstanding principal balance of the Revolving Loans until the Revolving Loans shall have been paid in full; (3) third, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; and (4) fourth, ratably to repay all other outstanding Obligations. (ii) Subject to the provisions of Section 2.18(c), any prepayments made by Borrower pursuant to clause (a) of this Section 2.17 with respect to all amounts prepaid pursuant to Section 2.7(b)(i), the LBI Transaction shall be applied as follows: (1) first to the outstanding Swingline Loans and first, interest; (2) second second, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; (3) third, to repay the outstanding principal balance of the Revolving LoansLoans until the Revolving Loans shall have been paid in full; and (4) fourth, ratably to repay all other outstanding Obligations. (Biii) Subject to the provisions of Section 2.18(c), any prepayments made by Borrower pursuant to clause (a) of this Section 2.17 other than with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), the ▇▇▇▇▇▇▇▇▇ Transaction or the LBI Transaction shall be applied as follows: (1) first to the Term Loan (ratably to the remaining amortization payments thereof)first, interest; (2) second second, an amount equal to the Swingline Loans lesser of (without a corresponding reduction x) 50% of the Swingline Committed Amount)Net Asset Sale Proceeds and (y) the outstanding principal balance of the Term Loans, and shall be applied to repay the outstanding principal balance of the Term Loans; (3) third third, to repay the outstanding principal balance of the Revolving Loans until the Revolving Loans shall have been paid in full; and (without 4) fourth, ratably to repay all other outstanding Obligations. (iv) Subject to the provisions of Section 2.18(c), any prepayments made by Borrower pursuant to clause (b) through and including (g) of this Section 2.17 shall be applied as follows: (1) first, interest; (2) second, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; (3) third, to repay the outstanding principal balance of the Revolving Loans until the Revolving Loans shall have been paid in full; (4) fourth, ratably to repay all other Obligations. All repayments of Revolving Loans required to be made pursuant to clauses (i) through and including (iv) of this Section 2.17(h) shall result in a corresponding permanent reduction of the Revolving Committed Amount). Within Loan Commitments in an amount equal to the parameters aggregate principal amount of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Revolving Loans and then to LIBOR Rate Loans in direct order of Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentprepaid.

Application of Mandatory Prepayments. All Subject to the next ------------------------------------ succeeding paragraph, all amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 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), pro rata to (1) first the Term Loan and (2) the 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, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (2)) and in the event the Term Loan shall have been fully repaid, all to the 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, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (C)) and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or (iv), to the Term Loan and, in the event that the Term Loan shall have been fully repaid, the Revolving Loans and (ratably after all Revolving Loans have been repaid) to the remaining amortization payments thereof), a cash collateral account in respect of LOC Obligations (2) second to the Swingline Loans (without with a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of in the Revolving Committed AmountAmount in an amount equal to all amounts applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (D)). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, except for any applicable Term Loan Prepayment Fee, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, (i) to the extent that any mandatory prepayment required under this Section 2.7(b) will be applied 3.3 would have the effect of reducing the Revolving Committed Amount below the amount necessary to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and support LOC Obligations, such application will result in an indemnification liability portion of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to a cash collateral account in respect of such LOC Obligations and the Obligations Revolving Committed Amount shall not be reduced thereby and (ii) the Borrower shall not be required to reduce the Revolving Committed Amount in accordance connection with any mandatory prepayment of Revolving Loans to the terms hereof at extent the end then current book value of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit Properties of the Borrower and applied Consolidated Parties after giving effect to the Obligations together with such prepaymentrelevant transaction is greater than or equal to $1,500,000,000.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Swing Line Loans and then to Revolving Loans and (2after all Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of LOC Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations; (C) through (viiwith respect to all amounts prepaid pursuant to Section 3.3(b)(iii), (1iv) or (vi), first to the New Term Loan (ratably credited first, with respect to prepayments pursuant to clause (vi) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining amortization payments thereofinstallment of principal), (2) second then, after the New Term Loan is paid in full, to the Swingline Swing Line Loans, then, after the Swing Line Loans (without a corresponding reduction of the Swingline Committed Amount)are paid in full, and (3) third to the Revolving Loans and, finally (without after all Revolving Loans and Swing Line Loans have been repaid), to a cash collateral account in respect of LOC Obligations; and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii) or (v), pro rata to (x) the New Term Loan (credited first, with respect to prepayments pursuant to clause (v) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal) and (y) the Revolving Loans and Swing Line Loans, with outstanding Swing Line Loans prepaid first and then Revolving Credit Loans prepaid second, and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with, in the case of prepayments applied to the Revolving Loans pursuant to clause (ii) above, and only if an Event of Default has occurred, a corresponding permanent reduction in the Revolving Committed Amount; provided, however, that, on the 360th day following the receipt by a Consolidated Party of the Net Cash Proceeds that gave rise to such prepayment, there shall be a permanent reduction in the Revolving Committed Amount that corresponds to a prepayment applied pursuant to Section 3.3(b)(ii) and clause (y) above (to the extent that no prior permanent reduction of the Revolving Committed AmountAmount has occurred) if, on such 360th day, such Net Cash Proceeds have not been applied toward Eligible Reinvestments). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b)(ii) shall be applied ratably to the Revolving Obligations, the Term Loans and the Tranche C Term Loans in accordance with the respective outstanding amounts thereof as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), the Revolving Obligations (1) first to the outstanding Revolving Loans and second to Swingline Loans and (2after all Revolving Loans and Swingline Loans have been repaid) second then to a cash collateral account to secure LOC Obligations) (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the outstanding Revolving Loans. Obligations pursuant to this Section (b)(iii)) and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (Loans and the Tranche C Term Loans, in the inverse order of maturity thereof, allocated ratably between the Term Loans and the Tranche C Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans or the Tranche C Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) to the remaining amortization payments thereof)extent there are sufficient Revolving Loans or Term Loans, (2) second as applicable, outstanding to be paid with such prepayment. In the Swingline Loans (without a corresponding reduction event one or more holders of the Swingline Committed Amount)Term Loans declines such a prepayment, and such declined prepayments shall be split evenly, with fifty percent (350%) third to of such declined prepayment allocated toward a prepayment of the Revolving Loans (without with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment) and fifty percent (50%) of such declined prepayment being returned to the Borrower. In the event one or more holders of the Tranche C Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed AmountAmount in an amount equal to the amount prepaid pursuant to such prepayment), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower; provided that, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment)). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment3.12.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of Letter of Credit Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.3(b)(ii)-(iii) through in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition, (viiother than an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group), (1) first to the Original Term Loan (ratably Loans, to be applied to the remaining amortization payments thereof)principal installments thereof in the inverse order of maturity, (2) second to the Swingline Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed Amount), Letter of Credit Obligations and (3) third to the Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans; (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the ▇▇▇▇▇▇▇▇ Fresh German Group),/ /unless CBI shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations, (2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Revolving Committed Amount)▇▇▇▇▇▇▇▇ Fresh German Group, to the Term B Loans. Within So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the parameters continuance of the applications set forth abovean Event of Default, prepayments amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms Security Agreement. Upon each application of funds pursuant to this Section 2.7(b)(viii2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and such application will result in an indemnification liability (ii) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender's Existing Commitment shall be reduced by its Pro Rata Share of the Borrower pursuant to amount so applied and the terms of Section 2.15, at the option of the Borrower such prepayment proceeds CBI Maximum Credit Line shall be held reduced by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentamount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through Section 3.3(b)(ii), pro rata to the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (viiin each case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than in respect of any Asset Disposition (x) involving Property described on SCHEDULE 3.3(b)(vii) or (y) involving the Sale and Leaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13), (iv) or (v), pro rata to (1) first 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 clause (1)), (2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof), (3) the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), (2D) second with respect to the Swingline all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without a corresponding any reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of in the Revolving Committed Amount) (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving the Sale and Leaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13, to Acquisition Loans and (after all Acquisition Loans have been repaid) as provided in (C) above and (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(vi), first, to any revolving loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv) or (v) to the extent there are sufficient outstandings under the Tranche A Term Loans and/or any term portion of the Acquisition Loans to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata the term loan portion(s) of the Acquisition Loans, the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, (1) first to the outstanding Swingline Swing Line Loans, second to Revolving Loans and (2) second to the outstanding any Other Revolving Loans., as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid paid by the Borrower pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(c)(ii), (1iii) first or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to the any Other Term Loan (Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for better than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each other Class of Term Loans, Incremental Term Loans and Other Term Loans), ratably to the remaining amortization payments thereofPrincipal Amortization Payments; provided that, in the case of Section 2.09(c)(iii), (2) second at the Borrower’s option, the Borrower may apply a portion of such amounts to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section shall be subject prepay outstanding Indebtedness incurred pursuant to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 7.01(s) to the extent any (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such Asset Disposition, Casualty or Condemnation is required under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lendersother Indebtedness, in an account in which case, the name amount of the Administrative Agent and shall prepayment required to be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods made with respect to such LIBOR Rate Loans; it being understood that Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the amount equal to the product of (x) the Obligations to be paid with amount of such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Net Cash Proceeds multiplied by (y) any interest that accrues on a fraction, the prepayment proceeds in such account shall numerator of which is the outstanding principal amount of Term Loans required to be for prepaid pursuant to Section 2.09(c)(iii) and the benefit denominator of which is the sum of the Borrower outstanding principal amount of such outstanding Indebtedness incurred pursuant to Section 7.01(s) and applied the outstanding principal amount of Term Loans required to the Obligations together with such prepaymentbe prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. All ​ A. Amounts paid under the preceding subsection (b)(i) and any amounts required to be paid pursuant to this Section shall be applied as follows: under the preceding subsections (Ab)(ii) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2b)(iii) second which are to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. ​ B. Amounts paid under the preceding subsections (b)(ii) and (iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a corresponding permanent reduction in the Revolving Commitments) and (ii) prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the Revolving Committed Amount). Within the parameters outstanding principal amount of the applications set forth aboveLoans on such date plus the Letter of Credit Liabilities on such date, prepayments by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be applied, first, as follows: (i) 25% of all amounts so paid to the Obligations shall be applied first to Alternate Base Rate prepay the Revolving Loans and, Swingline Loans and then to LIBOR Rate Loans in direct order of Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuingReimbursement Obligations and, to the extent any prepayment under this Section 2.7(bthe other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) will until paid in full, then, on a pro rata basisshall be payable to (or retained by) the Borrower and (ii) 75% of all amounts so paid to the Obligations shall be applied to LIBOR Rate prepay the outstanding Term Loans. on a pro rata basis until paid in full and then such amounts shall be applied to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in accordance with the terms of this Section 2.7(b)(viiiRevolving Commitments) and such application will result until paid in an indemnification liability of full. ​ C. Notwithstanding the Borrower foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of Section 2.15, at the option Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall Senior Notes to be applied to the Obligations in accordance with Senior Notes or (ii) held as Unrestricted Cash. ​ D. If the terms hereof at Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of Period therefor, the Borrower and applied to the Obligations together with such prepayment.shall pay all amounts due under Section 5.4. ​

Application of Mandatory Prepayments. All amounts Any amount required to be paid pursuant to this Section Sections 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers) shall be applied as follows: (Ai) with respect the principal of, and accrued but unpaid interest on, the Term Loans; provided that if at the time any amount is required to all amounts prepaid be paid pursuant to Section 2.7(b)(i2.13(a) (Asset Sales), 2.13(b) (1Insurance/Condemnation Proceeds) first or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any First Lien Obligations permitted by Section 6.1 (Indebtedness) pursuant to the terms of the documentation governing such First Lien Obligations (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis subject to the Intercreditor Agreement (determined on the basis of the aggregate outstanding Swingline principal amount of the Term Loans and (2) second Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the outstanding Revolving Loans. (B) with respect to all amounts prepaid Other Applicable Indebtedness pursuant to Sections 2.7(b)(ii) through (vii)the terms thereof, (1) first and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viiihereof) and such application will result in an indemnification liability to the prepayment of the Borrower Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to the terms of Section 2.152.13(a) (Asset Sales), at the option of the Borrower such prepayment proceeds 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be held by reduced accordingly; provided further that to the Administrative Agentextent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, on behalf the declined amount shall promptly (and in any event within 10 Business Days after the date of the Lenders, in an account in the name of the Administrative Agent and shall such rejection) be applied to prepay the Obligations Term Loans in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that hereof; (xii) the Obligations any additional amounts required to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Section 2.17(c) (yCompensation for Breakage or Non-Commencement of Interest Periods); and (iii) any interest that accrues on other Obligations due in connection with any prepayment under the prepayment proceeds in such account shall be for the benefit Financing Documents. Payments of principal of the Borrower and Loans will be applied to the Obligations together with in pro rata against all remaining scheduled principal repayments in respect of such prepaymentLoans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i)(A), (1) first to the outstanding Swingline Dollar Revolving-1 Loans and then (2after all Dollar Revolving-1 Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(B), to the Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (viiv), (1) first first, pro rata to the Tranche A-1 Term Loan and the Tranche B-1 Term Loan (ratably to the remaining amortization payments principal installments thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders accepting such prepayments, and (2) second second, pro rata to the Swingline Dollar Revolving-1 Loans (without a and the Multi-currency Revolving-1 Loans with corresponding reduction permanent pro rata reductions of the Swingline Dollar Revolving-1 Committed Amount), Amount and the Multi-currency Revolving-1 Committed Amount and (3after all Revolving-1 Loans have been repaid) third to the Revolving Loans (without a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)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 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Any prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 2004 pursuant to the extent any prepayment under this Section 2.7(b2.8(b)(ii) will be applied to LIBOR Rate Loans in accordance with the terms require payment of this Section 2.7(b)(viii) and such application will result in an indemnification liability a premium of 0.50% of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower principal amount being prepaid on such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentdate.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first ratably to the outstanding Swingline Domestic Revolving A Loans and Swing Line Loans and (2after all Domestic Revolving A Loans and Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Multi Currency Revolving B Loans ; and (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans.; in each case without a corresponding permanent reduction of the respective Commitments; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments thereofof each Loan), then (2after the Term Loan and the Incremental Term Loan have been paid in full) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Committed AmountLoans have been repaid) to Cash Collateralize L/C Obligations; and (C) with respect to all amounts prepaid pursuant to Section 2.05(b)(v), at the Borrower’s direction to the Term Loan, to the Incremental Term Loan, to the Domestic Revolving A Loans, Swing Line Loans or Multi Currency Revolving B Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving A Loans, Swing Line Loans and Multi Currency Revolving B Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving A Loans, Swing Line Loans and Multi Currency B Revolving Loans shall have been repaid in full) to Cash Collateralize L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans Loans, and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, . Prepayments pursuant to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will 2.05 shall not result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account a permanent reduction in the name Commitments in respect of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 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), pro rata to (1) first to the Tranche A Term Loan (ratably to the remaining amortization payments Principal Amortization Payments thereof), (2) second the Delayed Draw Term Loan (ratably to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), remaining Principal Amortization Payments thereof) and (3) third to the Revolving Loans and (without after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction of in the Revolving Committed AmountAmount in an amount equal to all amounts applied pursuant to this clause (3)) and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or (iv), pro rata to the Tranche A Term Loan and the Delayed Draw Term Loan (in each case ratably to the remaining Principal Amortization Payments thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required (i) Subject to be paid pursuant the provisions of clause (c) below with respect to this the application of payments during the continuance of an Event of Default, and to the provisions of Section shall be applied as follows: (A9.4(e) with respect to all amounts prepaid application of proceeds of Specified Equity Contributions, any payment made by the Borrower to the Administrative Agent pursuant to Section 2.7(b)(i)2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, (1other than in respect of any payment required pursuant to Section 2.8(e)) first to repay the outstanding Swingline principal balance of the Term Loans and (2) second the Incremental Term Loans on a pro rata basis across all remaining maturities, second, to repay the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction principal balance of the Swingline Committed Amount), and (3) third to the Revolving Loans and the Swing Loans in accordance with the provisions of clause (d) below (without a any corresponding reduction of the Revolving Committed AmountCredit Commitment). Within , third, in the parameters case of any payment required pursuant to Section 2.8(e), to provide cash collateral to the applications set forth aboveextent and in the manner in Section 9.3 and, prepayments then, any excess shall be retained by the Borrower. (ii) Any Term Loan Lender shall have the right to reject its pro rata portion of any mandatory prepayment payable to such Lender as provided in clause (i) above (such amounts, “Declined Amounts”), in which case such Declined Amounts shall be applied first as provided in the next sentence. If the Declined Amount is attributable to Alternate Base Rate any Term Loan Lender in respect of a particular tranche of Term Loans and (whether original Term Loans or any tranche of Incremental Term Loans), then to LIBOR Rate Loans in direct order the entire amount of Interest Period maturities. All prepayments under this Section such Declined Amount shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuingoffered first, to the extent any prepayment under this Section 2.7(b) will be applied each other Term Loan Lender of such tranche in accordance with such Lender’s pro rata share of such tranche of Term Loans to LIBOR Rate which such Declined Amounts relate, and second, with respect to each other tranche of Term Loans, to each Lender of each other tranche of Term Loans in accordance with the terms such Lender’s pro rata share of this Section 2.7(b)(viii) and Term Loans of that tranche. If any Declined Amount remains after such application will result in an indemnification liability of application, the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower may retain any such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentremaining amount.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (1iii) first 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 outstanding Swingline Loans and (2) second extent no direction is given by Borrower with respect to the outstanding application of any such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans.; (BC) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.05(b)(v) through or (viivi), to Term Loans to be applied ratably; and (1D) first if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loan Loans in accordance with Section 2.05(b)(v) or (ratably to the remaining amortization payments thereofvi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days following a notice of prepayment (or if no notice is provided, the date of such prepayment) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount)Swing Line Loans, third to Revolving Loans, and (3) third fourth, after all Closing Date Term Loans, Swing Line Loans and Revolving Loans have been repaid, to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to applied ratably (other than as expressly set forth in Section 2.15 2.05(b)(vii)) without premium or penalty except as set forth in Section 3.05 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to ------------------------------------ be paid pursuant to this Section 2.3(b) shall be applied as follows: : -------------- (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.3(b)(i), (1) first ----------------- to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.3(b)(ii) through ------------------ in connection with a Collateral Loss (viiother than a Collateral Loss of harvesting and processing machinery and equipment), (1) first to the ----- Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to Term Loans to be applied pro rata to the remaining ------ --- ---- principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) first ----- to the Term Loans to be applied pro rata to the remaining principal --- ---- installments thereof and (y) second to the Revolving Loans and (after ------ all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the Term Loan (ratably ------------------- ----- Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied pro rata to the --- ---- remaining amortization payments thereof), principal installments thereof and (2) second to the Swingline ------ Revolving Loans and (without after all Revolving Loans have been repaid) to a corresponding reduction cash collateral account in respect of the Swingline Committed AmountLetter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section ------- 2.3(b)(iv), and unless the Company shall otherwise elect in its discretion ---------- (31) third first to the Revolving Loans and (without after all Revolving Loans have ----- been repaid) to a corresponding reduction cash collateral account in respect of Letter of Credit Obligations and (2) second to the Revolving Committed Amount)Term Loans, to be applied pro ------ --- rata to the remaining principal installments thereof. Within the ---- parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.-------------- -------

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)2.05(b)(i)(A) by the Company, (1) first first, ratably to the outstanding Swingline Loans L/C Borrowings and (2) second the Swing Line Loans, second, to the outstanding Revolving A Loans, and, third, to Cash Collateralize the remaining L/C Obligations, and (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving B Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.05(b)(ii)(A) through by the Company, first, to the outstanding Revolving A Loans denominated in Alternative Currencies, and, second, to Cash Collateralize the L/C Obligations denominated in Alternative Currencies; (viiC) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), Section 2.05(b)(ii)(A), Section 2.05(b)(ii)(B) or Section 2.05(b)(iii) by a Designated Borrower, to the outstanding Revolving A Loans made to Designated Borrowers; and (1D) first with respect to all amounts prepaid pursuant to Section 2.05(b)(iii) by the Company, first, ratably to the Term Loan Loans (ratably to the remaining principal amortization payments thereof), (2) second second, to the Swingline outstanding Revolving B Loans (and Total Revolving A Outstandings, ratably, without a corresponding reduction of in the Swingline Committed Amount)Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments, and as applicable (3) third with any application to the Total Revolving Loans (without a corresponding reduction of A Outstandings to be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Committed AmountA Loans, and, third, to Cash Collateralize the remaining L/C 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 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Swing Line Loans and then to Revolving Loans and (2after all Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Revolving Loans.a cash collateral account in respect of LOC Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations; (C) through with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), (iv), (vi) or (vii), (1) first to the Term Loan (ratably credited first, with respect to prepayments pursuant to clause (vi) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining amortization payments thereofinstallment of principal), (2) second then, after the Term Loan is paid in full, to the Swingline Swing Line Loans, then, after the Swing Line Loans (without a corresponding reduction of the Swingline Committed Amount)are paid in full, and (3) third to the Revolving Loans and, finally (without after all Revolving Loans and Swing Line Loans have been repaid), to a cash collateral account in respect of LOC Obligations; and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii) or (v), pro rata to (x) the Term Loan (credited first, with respect to prepayments pursuant to clause (v) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal) and (y) the Revolving Loans and Swing Line Loans, with outstanding Swing Line Loans prepaid first and then Revolving Credit Loans prepaid second, and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with, in the case of prepayments applied to the Revolving Loans pursuant to clause (ii) above, and only if an Event of Default has occurred, a corresponding permanent reduction in the Revolving Committed Amount; provided, however, that, on the 350th day following the receipt by a Consolidated Party of the Net Cash Proceeds that gave rise to such prepayment, there shall be a permanent reduction in the Revolving Committed Amount that corresponds to a prepayment applied pursuant to Section 3.3(b)(ii) and clause (y) above (to the extent that no prior permanent reduction of the Revolving Committed AmountAmount has occurred) if, on such 350th day, such Net Cash Proceeds have not been applied toward Eligible Reinvestments). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (1iii) first 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 outstanding Swingline Loans and (2) second extent no direction is given by Borrower with respect to the outstanding application of any such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans.; (BC) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.05(b)(v) through or (viivi), to Term Loans to be applied ratably; and (1D) first if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loan Loans in accordance with Section 2.05(b)(v) or (ratably to the remaining amortization payments thereofvi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days following a notice of prepayment (or if no notice is provided, the date of such prepayment) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount)Swing Line Loans, third to Revolving Loans, and (3) third fourth, after all Closing Date Term Loans, Swing Line Loans and Revolving Loans have been repaid, to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to applied ratably (other than as expressly set forth in Section 2.15 2.05(b)(vii)) without premium or penalty except as set forth in Section 2.05(a)(iii) and Section 3.05 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:: CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A) and Section 2.05(b)(i)(E), (1) first ratably to the outstanding Swingline Domestic Revolving Loans and Swing Line Loans and (2after all Domestic Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations; (ii) [reserved]; (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans.; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a corresponding permanent reduction of the respective Commitments; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments thereofof each Loan), then (2after the Term Loan and the Incremental Term Loan have been paid in full) second ratably to the Swingline Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the Swingline Committed Amountrespective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (C) (x) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(A), and (3) third at the Borrower’s direction to the Term Loan and to the Incremental Term Loan, to the Domestic Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving Committed AmountLoans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans and Swing Line Loans shall have been repaid in full) to Cash Collateralize L/C Obligations and (y) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(B), ratably to Canadian Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to LIBOR Eurodollar Rate Loans and CDOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, . Prepayments pursuant to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will 2.05 shall not result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account a permanent reduction in the name Commitments in respect of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A) and Section 2.05(b)(i)(E), (1) first ratably to the outstanding Swingline Domestic Revolving Loans and Swing Line Loans and (2after all Domestic Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations; (ii) [reserved]; (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans.; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a corresponding permanent reduction of the respective Commitments; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments thereofof each Loan), then (2after the Term Loan and the Incremental Term Loan have been paid in full) second ratably to the Swingline Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the Swingline Committed Amountrespective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (C) (x) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(A), and (3) third at the Borrower’s direction to the Term Loan and to the Incremental Term Loan, to the Domestic Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving Committed AmountLoans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans and Swing Line Loans shall have been repaid in full) to Cash Collateralize L/C Obligations and (y) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(B), ratably to Canadian Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, then to Daily Simple SOFR Loans, as applicable, and then to LIBOR Rate Term SOFR Loans, Daily Compounded ▇▇▇▇▇ Loans and Term ▇▇▇▇▇ Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, . Prepayments pursuant to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will 2.05 shall not result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account a permanent reduction in the name Commitments in respect of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first ratably to the outstanding Swingline Domestic Revolving Loans and Swing Line Loans and (2after all Domestic Revolving Loans and Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Multi Currency Revolving Loans (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans.; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a corresponding permanent reduction of the respective Commitments; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments thereofof each Loan), then (2after the Term Loan and the Incremental Term Loan have been paid in full) second ratably to the Swingline Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the Swingline Committed Amountrespective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (C) (x) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(A), and (3) third at the Borrower’s direction to the Term Loan and to the Incremental Term Loan, to the Domestic Revolving Loans, Multi Currency Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving Committed AmountLoans, Multi Currency Revolving Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans, Multi Currency Revolving Loans and Swing Line Loans shall have been repaid in full) to Cash Collateralize L/C Obligations and (y) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(B), ratably to Canadian Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, . Prepayments pursuant to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will 2.05 shall not result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account a permanent reduction in the name Commitments in respect of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Loans and Loans, (2) second to the outstanding Revolving Loans.Loans and (3) third to a cash collateral account in respect of LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (viivi), (1) first to the First Lien Term Loan (pro rata to the remaining amortization payments set forth in Section 2.2(b)); provided that, (x) any FLT Loan Lender may decline to accept any such prepayment (collectively, the "Declined Amount"), in which case the Declined Amount shall be distributed to the FLT Loan Lenders accepting prepayments made pursuant to this clause (B)(1) (ratably to the remaining amortization payments thereof)relating thereto) and (y) any Net Cash Proceeds from an Asset Disposition of Canadian Collateral shall be applied first to outstanding Revolving Loans made to the Canadian Borrower (without a corresponding permanent reduction in the Revolving Committed Amount) and then to the First Lien Term Loan, (2) second to the outstanding Swingline Loans (without a corresponding permanent reduction of in the Swingline Revolving Committed Amount), and (3) third to the outstanding Revolving Loans (without a corresponding permanent reduction of in the Revolving Committed Amount), (4) fourth to a cash collateral account in respect of LOC Obligations and (5) fifth to the Second Lien Term Loan. 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 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any mandatory prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lendersmade, in an account whole or in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods part, with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations Second Lien Term Loan shall also be subject to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentCall Protection.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i)(A), (1) first to the outstanding Swingline Dollar Revolving-1 Loans and then (2after all Dollar Revolving-1 Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(B), to the Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (viiv), (1) first first, pro rata to the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan (ratably to the remaining amortization payments principal installments thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan and/or the Tranche C Term Loan, as applicable, may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan held by Lenders accepting such prepayments, and (2) second second, pro rata to the Swingline Dollar Revolving-1 Loans (without a and the Multi-currency Revolving-1 Loans with corresponding reduction permanent pro rata reductions of the Swingline Dollar Revolving-1 Committed Amount), Amount and the Multi-currency Revolving-1 Committed Amount and (3after all Revolving-1 Loans have been repaid) third to the Revolving Loans (without a corresponding reduction cash collateral account in respect of the Revolving Committed Amount)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 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Any prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 2004 pursuant to the extent any prepayment under this Section 2.7(b2.8(b)(ii) will be applied to LIBOR Rate Loans in accordance with the terms require payment of this Section 2.7(b)(viii) and such application will result in an indemnification liability a premium of 0.50% of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower principal amount being prepaid on such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentdate.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section subsection 2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(isubsection 2.6(b)(i)(A), (1) first to the outstanding U.S. Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans and (2after all such Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iisubsection 2.6(b)(i)(B), to U.S. Revolving Loans and/or Swingline Loans and (after all such Loans have been repaid) through to a cash collateral account in respect of LOC Obligations, (viiC) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(C), to Multicurrency Revolving Loans and/or Swingline Loans and (after all such Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (D) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(D), to Swingline Loans, (E) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(E), to a cash collateral account in respect of LOC Obligations, (F) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(F), to Canadian Revolving Loans and (after all such Loans have been repaid) to a cash collateral account in respect of BA Obligations in accordance with subsection 2.18(g), (1G) first with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(G), to Term Loans under the applicable Term Loan Tranche (and if the Term Loan (ratably to being prepaid is the remaining Tranche A Term Loan, then such payments shall be applied pro rata across amortization payments thereofpayment maturities), (2H) with respect to all amounts prepaid pursuant to subsections 2.6(b)(ii), 2.6(b)(iii)(B) and 2.6(b)(iv), first to reduce the Tranche B Term Loan, second to reduce the Swingline Loans Tranche C Term Loan and third to reduce the Tranche A Term Loan (without a corresponding such reduction of the Swingline Committed AmountTranche A Term Loan to be pro rata across amortization payment maturities), and (3I) with respect to all amounts prepaid pursuant to subsection 2.6(b)(iii)(A), first to Revolving Credit Loans (pro rata among U.S. Revolving Loans, Multicurrency Revolving Loans and Canadian Revolving Loans) and to permanently reduce the Revolving Committed Amounts (on a pro rata basis), second to reduce the Tranche B Term Loan, third to reduce the Revolving Loans Tranche C Term Loan and fourth to reduce the Tranche A Term Loan (without a corresponding such reduction of the Revolving Committed AmountTranche A Term Loan to be pro rata across amortization payment maturities). 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 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.to

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (1) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(x), (1) first to the outstanding Swingline 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, (2) second with respect to the outstanding all amounts paid pursuant to Section 2.05(b)(i)(y), to Revolving Loans.B Loans and (3) with respect to all amounts paid pursuant to Section 2.05(b)(i)(z), to Loans denominated in Alternative Currencies and (after all Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv), first to the Term A1 Loan and Term A2 Loan (on a pro rata basis ratably to the remaining principal amortization payments thereofof the Term A1 Loan and the Term A2 Loan), then (2after the Term A1 Loan and the Term A2 Loan have been paid in full) second pro rata to the Swingline Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a corresponding permanent reduction of in the Swingline Committed AmountAggregate Revolving Commitments); (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), after the application of proceeds pursuant to subclauses (A) and (3B) third above, the balance, if any, to the Revolving Loans (without a corresponding reduction of Loan Parties, as directed by the Revolving Committed Amount)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first first, ratably to the outstanding Swingline Loans L/C Borrowings and (2) second the Swing Line Loans, second, to the outstanding Revolving Loans., and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (viiSection 2.05(b)(ii), (1) if the relevant Disposition is a Sale and Leaseback Transaction with respect to a free-standing emergency medical care or hospital facility acquired or developed after the Closing Date, then, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations (in each case without a reduction in the Aggregate Revolving Commitments) and (2) otherwise, first, to the Term Loan (to the remaining principal amortization payments in inverse order of maturity), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (in each case without a reduction in the Aggregate Revolving Commitments); and (C) with respect to all amounts prepaid pursuant to Section 2.05(b)(iii), first to the Term Loan (to the remaining principal amortization payments in inverse order of maturity), second, ratably to the remaining amortization payments thereof)L/C Borrowings and the Swing Line Loans, (2) second third, to the Swingline Loans outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (in each case without a corresponding reduction of in the Swingline Committed Amount), and (3) third to the Aggregate Revolving Loans (without a corresponding reduction of the Revolving Committed AmountCommitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid Each mandatory prepayment made pursuant to this Section 2.05(b), except mandatory prepayments made pursuant to Section 2.05(b)(v), shall be applied as follows: (Ai) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i2.05(b)(i), (1) first to the outstanding Swingline Loans and (2) Revolving Loans, second to the outstanding Revolving Swing Line Loans., and third to Cash Collateralize L/C Obligations; (Bii) with respect to all amounts prepaid paid pursuant to Sections 2.7(b)(ii) through (viiSection 2.05(b)(ii), (iii) and (iv), 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) first the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to the Term Loan (ratably to the remaining amortization payments thereofSection 2.06(b)), (2) second then to the Swingline Swing Line Loans (without with a corresponding reduction of in the Swingline Committed AmountRevolving Commitments pursuant to Section 2.06(b), ) and (3) third 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 (without a corresponding reduction of Loans, the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Tranche B Term Loans and then the Tranche C Term Loans, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject the Tranche D Term Loans; and (iii) with respect to all amounts paid pursuant to Section 2.15 2.05(b)(ii), (iii) and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or (iv) after an Event of Default has occurred and is continuing, (A) first, subject to Section 2.05(d), pro rata to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Tranche B Term Loans, the Tranche C Term Loans and the Revolving Loans (with no corresponding reduction in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower Revolving Commitments pursuant to Section 2.06 and assuming for purposes of such pro rata allocation that the terms Revolving Facility is fully drawn); provided, however, that at such time as all Revolving Loans have been prepaid (including the repayment of Section 2.15all Swing Line Loans and the Cash Collateralization of all L/C Obligations), at the option of the Borrower such prepayment proceeds prepayments shall be held by the Administrative Agentapplied, on behalf of the Lenderssubject to Section 2.05(d), in an account in the name of the Administrative Agent and shall be applied pro rata to the Obligations Tranche B Term Loans and the Tranche C Term Loans and (B) second, after the repayment in accordance with the terms hereof at the end full of the applicable Interest Periods all amounts payable with respect to such LIBOR Rate the Revolving Loans (including the repayment of all Swing Line Loans and the Cash Collateralization of all L/C Obligations), the Tranche B Term Loans and the Tranche C Term Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied , to the Obligations together with such prepaymentTranche D Term Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first ratably to the outstanding Swingline Domestic Revolving A Loans and Swing Line Loans and (2after all Domestic Revolving A Loans and Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Canadian Revolving Loans.; and (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a corresponding permanent reduction of the respective Commitments; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) and (iv) first pro rata to the Term Loan A-1, Term Loan A-2 and the Incremental Term Loan (ratably to the remaining principal amortization payments thereofof each Loan), then (2after the Term Loan ▇-▇, ▇▇▇▇ ▇▇▇▇ ▇-▇ and the Incremental Term Loan have been paid in full) second ratably to the Swingline Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the Swingline Committed Amountrespective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and (C) (x) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(A), and (3) third at the Borrower’s direction to the Term Loan, A-1, Term Loan A-2 and to the Incremental Term Loan, to the Domestic Revolving A Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving Committed AmountA Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving A Loans and Swing Line Loans shall have been repaid in full) to Cash Collateralize L/C Obligations and (y) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(B), ratably to Canadian Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, . Prepayments pursuant to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will 2.05 shall not result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account a permanent reduction in the name Commitments in respect of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts Any amount ------------------------------------ required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction mandatory prepayment of the Swingline Committed Amount), and (3) third to the Revolving Loans (without and/or a corresponding reduction of the Revolving Committed Amount)Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) shall be applied first, to prepay ----- the Term Loans to the full extent thereof, second, to the extent ------ of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment applicable to the Revolving Loans, and third, to the extent of ----- any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Within the parameters Any amount required to be applied as a mandatory prepayment of the applications Term Loans pursuant to subsection 2.4B(iii)(f) shall be applied only to prepay the Term Loans to the full extent thereof. Any mandatory prepayments of the Tranche B Term Loans pursuant to subsection 2.4B(iii), shall be applied to reduce the scheduled installments of principal of the Tranche B Term Loans set forth above, prepayments in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Tranche B Term Loans set forth in subsection 2.4A. Any amount required to be applied as a mandatory prepayment of the Loans pursuant to subsection 2.4B(iii)(h) shall be applied first to Alternate Base Rate repay ----- outstanding Revolving Loans and then to LIBOR Rate Loans in direct order of Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the full extent thereof (but without any prepayment under this Section 2.7(b) will be applied reduction in the Revolving Loan Commitments), and second to LIBOR Rate repay outstanding Term Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepaymentfull extent ------ thereof.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline Loans and (2) second to the outstanding Revolving Loans.; (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(ii), (1) first to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), (2) second to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount) and (3) third to the Term Loan (in inverse order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(iii) through (viivi), (1) first to the Term Loan (ratably to the remaining amortization payments thereofin inverse order of maturity), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), ) and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however. Notwithstanding the terms of this subsection (B) to the contrary, so long as (x) no Default or Event of Default exists and (y) the amount of any prepayments required under Sections 2.8(b)(ii)-(vi) has occurred and is continuing, been transferred to the extent any prepayment under this Section 2.7(b) will Administrative Agent to be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower held by it as Collateral pursuant to the terms of Section 2.15the Security Agreement, at the option election of the Borrower Borrower, if there are not sufficient Alternate Base Rate Loans outstanding to effect any prepayment required under Sections 2.8(b)(ii)-(vi), such prepayment proceeds shall may be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at deferred until the end of the applicable Interest Periods with Period of any LIBOR Rate Loan being prepaid, in respect of the amount of such prepayment which would otherwise be required to be used to prepay such LIBOR Rate Loan (after giving effect to any prepayment of outstanding Alternate Base Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.7(b)(i)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, (1) first to the outstanding Swingline Swing Line Loans, second to Revolving Loans and (2) second to the outstanding any Other Revolving Loans., as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts prepaid paid by the U.S. Borrower pursuant to Sections 2.7(b)(ii) through (viiSection 2.09(c)(ii), (1iii) first or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to the any Other Term Loan (Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for better than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each other Class of Term Loans, Incremental Term Loans and Other Term Loans), ratably to the remaining amortization payments thereofPrincipal Amortization Payments; provided that, in the case of Section 2.09(c)(iii), (2) second at the U.S. Borrower’s option, the U.S. Borrower may apply a portion of such amounts to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest Period maturities. All prepayments under this Section shall be subject prepay outstanding Indebtedness incurred pursuant to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, 7.01(s) to the extent any (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such Asset Disposition, Casualty or Condemnation is required under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lendersother Indebtedness, in an account in which case, the name amount of the Administrative Agent and shall prepayment required to be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods made with respect to such LIBOR Rate Loans; it being understood that Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the amount equal to the product of (x) the Obligations to be paid with amount of such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and Net Cash Proceeds multiplied by (y) any interest that accrues on a fraction, the prepayment proceeds in such account shall numerator of which is the outstanding principal amount of Term Loans required to be for prepaid pursuant to Section 2.09(c)(iii) and the benefit denominator of which is the sum of the Borrower outstanding principal amount of such outstanding Indebtedness incurred pursuant to Section 7.01(s) and applied the outstanding principal amount of Term Loans required to the Obligations together with such prepaymentbe prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. All amounts required to ------------------------------------ be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), (1) first to the outstanding Swingline Revolving Loans and (2after all Revolving Loans have been repaid) second to the outstanding Revolving Loans. a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) through (viiwith respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (1iii), (iv), (v) first or (vi): (A) 34 1/2% of such amounts shall be applied to the Term Loan (ratably applied as follows: (i) with respect to the remaining amortization payments thereof)first $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2001, (2ii) second with respect to the Swingline Loans next $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2001, (without a corresponding reduction iii) with respect to the next $15 million of prepayment proceeds applied to the Swingline Committed Amount)Term Loan, to the installment of principal due on January 2, 2002, (iv) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on February 28, 2002, (v) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2002, (vi) with other prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2002) and (3vii) third after making the prepayments set forth in clauses (i) through (vi) above, in the inverse order of maturity) and (B) 65 1/2% of all such amounts shall be applied pro rata to (I) the Revolving Loans (without with a corresponding reduction of the Revolving Committed Amount) and (II) the New Term Loan (and if the Maturity Date has been extended pursuant to Section 2.5, in the inverse order of maturity thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), (1) first to the outstanding Swingline Revolving A Loans and Domestic Swing Line Loans and (2after all Revolving A Loans and Domestic Swing Line Loans have been repaid) second to the outstanding Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans and Foreign Swing Line Loans., (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving C Loans, (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, and (v) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(E), to Revolving D Loans; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii2.05(b)(ii), (1iii) (other than the proceeds of any Refinancing Indebtedness which, for the avoidance of doubt, shall be applied solely to the Refinanced Debt) and (iv), first pro rata to the Term A Loan, the Term B-3 Loan, the Term B-4 Loan and any other Incremental Term Loan (in each case, ratably to the remaining principal amortization payments), then (after the Term A Loan, the Term B-3 Loan, the Term B-4 Loan and any other 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 Cash CHAR1\1829960v3 Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of the Term A Loan, the Term B-3 Loan, the Term B-4 Loan or any other Incremental Term Loan to be applied ratably to the remaining principal amortization payments thereof), so long as (2x) second to at the Swingline Loans (without a corresponding reduction time of the Swingline Committed Amount), any such prepayment there exists no Default and (3y) third the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount)such prepayment, is less than 3.50 to 1.00. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans, then to Alternative Currency Daily Rate Loans, then to Eurocurrency Rate Loans and then lastly to LIBOR Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. (A) Dispositions (other than Disposition of Capital Stock of CyrusOne or CyrusOne LP or Wireless Dispositions) and Involuntary Dispositions. All amounts required to be paid pursuant to this Section Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B), if any, shall be applied as follows: first to the repayment of the Tranche B Term Loan, second to the repayment of any Revolving Loans then outstanding hereunder (Awithout a concurrent reduction of the Aggregate Revolving Commitments) with respect and third to all amounts prepaid pursuant the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness (to Section 2.7(b)(ithe extent, but only to the extent, that such other Prepayable Indebtedness exists), ; provided that contributions that are applied by the Applicable Prepayment Date to fund underfunded pension plan obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed (1) first to the outstanding Swingline Loans and $150,000,000 minus (2) second the amount of such contributions made that are deemed to satisfy the prepayment requirements referred to in clause “second” of Section 2.05(b)(iii)(B) shall be deemed to be a payment in satisfaction of the prepayment requirement under clause “third” of this Section 2.05(b)(iii)(A). To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B) exceeds the amount necessary to repay all Tranche B Term Loans, outstanding Revolving LoansLoans and other Prepayable Indebtedness at the time of the relevant Disposition Prepayment Event or Involuntary Disposition Prepayment Event, as the case may be, the Borrower may retain such excess amount without further obligation under this Section 2.05. (B) Dispositions of Capital Stock of CyrusOne or CyrusOne LP or Wireless Dispositions. All amounts required to be paid pursuant to Sections 2.05(b)(ii)(C) or 2.05(b)(ii)(D), if any, shall be applied first to the repayment of any Revolving Loans then outstanding hereunder (without a concurrent reduction of the Aggregate Revolving Commitments) and second, so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to any repayment on a Pro Forma Basis as of the most recent fiscal quarter end with respect to all amounts prepaid pursuant which the Administrative Agent has received the Required Financial Information, the Consolidated Senior Secured Leverage Ratio is equal to Sections 2.7(b)(iior less than 2.75 to 1.00, to the prepayment or purchase (and concurrent retirement) through of other Prepayable Indebtedness (viito the extent, but only to the extent, that such other Prepayable Indebtedness exists), ; provided that contributions that are applied by the Applicable Prepayment Date to fund underfunded pension plan obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed (1) first $150,000,000 minus (2) the amount of such contributions made that are deemed to satisfy the prepayment requirements referred to in clause “third” of Section 2.05(b)(iii)(A) shall be deemed to be a payment in satisfaction of the prepayment requirement under clause “second” of this Section 2.05(b)(iii)(B); provided, further, that if at the time of receipt of the Net Cash Proceeds of a Disposition of Capital Stock of CyrusOne or CyrusOne LP or a Wireless Disposition (i) an Event of Default exists and is continuing or (ii) the Borrower is unable to demonstrate compliance with the Consolidated Senior Secured Leverage Ratio test set forth in clause (y) above to allow prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness, then, subject to the repayment of Revolving Loans in clause “first” above, such Net Cash Proceeds shall first be applied to the prepayment of the Tranche B Term Loan prior to the prepayment or purchase (and concurrent retirement) of Prepayable Indebtedness. To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Section 2.05(b)(ii)(C) exceeds the amount necessary to repay all outstanding Revolving Loans, other Prepayable Indebtedness or the Tranche B Term Loan (ratably to if required) at the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction time of the Swingline Committed Amount)relevant Disposition Prepayment Event, and the Borrower may retain such excess amount without further obligation under this Section 2.05. (3C) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, (1) to the extent any prepayments pursuant to this Section 2.05(b) are required to be applied to the Tranche B Term Loan, such payments shall be applied first, to the next four Principal Amortization Payments in direct order of maturity, and thereafter, to the remaining Principal Amortization Payments on a pro rata basis and (2) any prepayments of Loans shall be applied first to Alternate Base Rate Loans and then to LIBOR Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms of Section 2.15, at the option of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Obligations in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. All amounts required Subject to be paid pursuant to this Section shall be applied as follows9.03 and the Secured Note Intercreditor Agreement: (Ai) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Each prepayment of Loans and (2) second to the outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the Borrower pursuant to the terms provisions of Section 2.15, at the option 2.06(b) (other than prepayments from any Disposition of assets of the Borrower such prepayment proceeds shall be held by the Administrative Agent, on behalf of the Lenders, in an account type included in the name of the Administrative Agent and Borrowing Base) shall be applied to the Obligations Revolving Credit Facility in the manner set forth in clause (ii) below. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with the terms hereof at the end their respective Applicable Percentage in respect of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) relevant Facilities. Notwithstanding the Obligations to be paid with such foregoing, any prepayment proceeds hereunder arising from a Disposition of assets of the type then included in the Borrowing Base shall be treated applied to repay Revolving Credit Facility in accordance with clause (ii) below. (ii) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to Section 2.06(b), first, shall be applied ratably to the Letter of Credit Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding and Revolving Credit Loans (without any corresponding reduction of the Aggregate Revolving Credit Commitments), third, shall continue be used to accrue interest until actually prepaid and (y) any interest that accrues on Cash Collateralize the remaining Letter of Credit Obligations in the Minimum Collateral Amount and, fourth, the amount remaining, if any, after the prepayment proceeds in such account full of all outstanding Obligations (other than Credit Product Obligations) and the Cash Collateralization of the remaining Letter of Credit Obligations in the Minimum Collateral Amount may be retained by the Borrowers for use in the ordinary course of Borrowers’ business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be for applied (without any further action by or notice to or from the benefit Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Credit Issuer or the Borrower and applied to the Obligations together with such prepaymentRevolving Credit Lenders, as applicable.

Application of Mandatory Prepayments. All amounts Any amount required to be paid pursuant to this Section Sections 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers) shall be applied as follows: (Ai) with respect the principal of, and accrued but unpaid interest on, the Term Loans; provided that if at the time any amount is required to all amounts prepaid be paid pursuant to Section 2.7(b)(i2.13(a) (Asset Sales), 2.13(b) (1Insurance/Condemnation Proceeds) first or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any Senior Secured Debt permitted by Section 6.1 (Indebtedness) pursuant to the terms of the documentation governing such Senior Secured Debt (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis subject to the Intercreditor Agreement (determined on the basis of the aggregate outstanding Swingline principal amount of the Term Loans and (2) second Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the outstanding Revolving Loans. (B) with respect to all amounts prepaid Other Applicable Indebtedness pursuant to Sections 2.7(b)(ii) through (vii)the terms thereof, (1) first and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving 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 Interest 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, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to the extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viiihereof) and such application will result in an indemnification liability to the prepayment of the Borrower Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to the terms of Section 2.152.13(a) (Asset Sales), at the option of the Borrower such prepayment proceeds 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be held by reduced accordingly; provided further that to the Administrative Agentextent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, on behalf the declined amount shall promptly (and in any event within 10 Business Days after the date of the Lenders, in an account in the name of the Administrative Agent and shall such rejection) be applied to prepay the Obligations Term Loans in accordance with the terms hereof at the end of the applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that hereof; (xii) the Obligations any additional amounts required to be paid Section 2.17(c) (Compensation for Breakage or Non-Commencement of Interest (iii) except for amounts to be paid to the Lender Counterparties pursuant to the Permitted Hedging Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Financing Documents; and (iv) if applicable, on a pro rata basis with the payments required under clause (b)(i), (ii) and (iii) above, to the Lender Counterparties to the Permitted Hedging Agreements the Hedging Termination Values payable in respect of any Permitted Hedging Agreements to be terminated in connection with such prepayment proceeds in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment), which terminated Permitted Hedging Agreements shall be treated specified by the Borrower in the notice of prepayment; provided, that any Hedging Termination Value that is not due at such time in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment) shall be retained in the Revenue Account, as outstanding applicable, and shall continue to accrue interest until actually prepaid and (y) any interest that accrues on applied at the prepayment proceeds time required as set forth in such account shall be for the benefit Section. Payments of principal of the Borrower and Loans will be applied to the Obligations together with such prepaymentin inverse order of maturity.