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

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay to the Term Loans, next four (4) scheduled Installments of the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisin accordance with the respective outstanding principal amounts thereof) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, thereafter applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans, Loans on a pro rata basis (in accordance with respective outstanding principal amounts thereby); provided that prior to the Extended Tranche B-1 Term Loan Maturity Date the U.S. Borrower may elect to have such payments applied solely with respect to the Tranche B-1 Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; third, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any in accordance with the respective outstanding principal amounts thereof) and further applied first, to the next four scheduled Installments from the date of such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) prepayment of principal in the direct order of maturity and second, on a pro rata basis among Term Loans and pro rata to the next eight remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, provided that in lieu of such application on a pro rata basis to the remaining Installments each Class of principal of the Term Loans, the Extended at any time Parent Borrower may, at its option, direct that such prepayment be applied (in which case it shall be applied) (I) first, to then outstanding Tranche B Term Loans, the Other Loans on a pro rata basis among Tranche B Dollar Term Loans and Tranche B Euro Term Loans until all such Tranche B Term Loans have been repaid in full, and (II) thereafter, to the Incremental successive Class or Classes of Term LoansLoans with the then next earliest Term Loan Maturity Date (ratably among such Classes, respectivelyif multiple Classes exist with the same Term Loan Maturity Date), until all such Term Loans have been repaid in full, and so on, and (y) it is understood and agreed that the preceding clause (x) may be modified as expressly provided in Section 2.24 or 2.26 in connection with a Refinancing Amendment or Extension Amendment, as the case may be; second, to prepay the Swing Line Loans and L/C Borrowings to the full extent thereof (without any corresponding reduction to the of Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any corresponding reduction to the of Revolving Credit Commitments); and fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any corresponding reduction to the of Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.;

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any ----------------------------------------------------- amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments full extent thereof, second, to ----- ------ the extent of principal any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the ----- Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, fourth, to prepay the extent of any remaining portion of the Applied Amount, to provide cash collateral for any outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the full extent of the outstanding stated amounts thereof and to further permanently reduce the Revolving Credit Commitments); and Loan Commitments by the amount of such cash collateral and, fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction ----- remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount ----------------------------------------------------- required to be paid pursuant to Sections 2.14(a2.12(a) through 2.14(e2.12(c) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity subject to the next eight scheduled Installments of principal requirements of the Term Loans, the Extended Term Loans, the Other Term Loans final sentence of Sections 2.12(a) and the Incremental Term Loans, and thereafter2.12(b), on a pro rata basis to repay Revolving Loans, Delayed Draw Term Loans and New Term Loans, if any, in accordance with the respective principal amount thereof, and shall be further applied to reduce the Revolving Commitments by the amount allocable to Revolving Loans and to reduce the Delayed Draw Term Loan Commitments by an amount, if any, equal to the excess of the amount allocable to the Delayed Draw Term Loans over the amount of the Delayed Draw Term Loans outstanding immediately prior to the making of any such mandatory prepayment; provided that any such reduction of Revolving Commitments shall be -------- further applied to reduce the remaining Installments of principal of the scheduled Revolving Installment set forth in Section 2.10(a) on a pro rata basis; provided further that, with -------- ------- respect to Delayed Draw Term Loans, the Extended amount of such repayment shall be further applied pro rata to reduce the remaining Scheduled Delayed Draw Term Loan Installments; provided further that, with respect to New Term Loans, a -------- ------- lesser amount may be required to be prepaid or such prepayment requirement waived as set forth in the Other applicable Joinder Agreement; provided further that, -------- any such amounts waived or not used to prepay New Term Loans shall be used to further prepay, on a pro rata basis as set forth above, Revolving Loans and the Incremental Delayed Draw Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any (i) Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: firstFIRST, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, applied on a pro rata basis to and reduce the remaining scheduled Installments in inverse order of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectivelymaturity; secondSECOND, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; thirdTHIRD, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourthFOURTH, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifthFIFTH, to Cash Collateralize all cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and SIXTH, to repay any other outstanding Obligations. (ii) Any amount required to be paid pursuant to Section 2.14 (f) shall be applied, first, to the prepayment of Revolving Loans (without reduction of the Revolving Commitments) outstanding on such date, and, second, to the prepayment of Term Loans or otherwise as provided in Section 2.14(f). Each such prepayment of the Term Loans shall be applied to reduce scheduled Installments in inverse order of maturity and may not be reborrowed. (iii) If a Default or an Event of Default has occurred and is then continuing, at any time a prepayment is required under Section 2.15(b)(i) or 2.15(b)(ii), then such prepayment shall be applied to the outstanding principal balance (in inverse order of maturity in the case of Term Loans) of Term Loans and Revolving Loans ratably to each Class of Loans in accordance with Section 2.4(heach Lender's proportionate share of each Class of such Loans. (iv) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in All prepayments of Loans under this Section 2.15(b) shall, as regards a Type of Loan, be applied first to Base Rate Loans, and subject to Section 2.15(b)(v) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (v) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.15, (each a "PREPAYMENT DATE"), the net cash proceeds amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the Class required to be prepaid, and no Default or Event of Default exists or is continuing, then on such Prepayment Date, then, at any time following the establishment of the Breakage Cost Cash Collateral Account pursuant to Section 9.9, at the election of Company, (i) Company shall deposit Dollars into the Breakage Cost Cash Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the Class required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Class required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided Breakage Cost Cash Collateral Account (and liquidate investments held in the definition thereof andBreakage Cost Cash Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Breakage Cost Cash Collateral Account. (vi) The Administrative Agent is hereby irrevocably authorized and directed to apply all funds from the Borrowing Base Deficiency Cash Collateral Account deposited therein pursuant to Section 2.14(f) (and liquidate investments held in such account as necessary) to prepay Term Loans, in each case subject to Section 2.18, if applicable(i) at any time, Section 2.26requested in writing by the Company, or (ii) following the making of a deposit in an amount equal to the Deficiency Amount, the next Borrowing Base Certificate required to be delivered hereunder does not then evidence a Borrowing Base in excess of the then Total Utilization of Commitments.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: applied first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments full extent thereof, second, to the extent of principal any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, full extent thereof. Any mandatory prepayments of the Term Loans pursuant to Cash Collateralize all Letters of Credit in accordance with Section 2.4(hsubsection 2.4B(iii) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied on a pro rata basis to each scheduled installment of principal of the Term Loans as set forth in subsection 2.4A that is unpaid at the time of such prepayment; provided that, in respect of subsections 2.4B(iii)(d) and 2.4(B)(iii)(e)(I) such prepayments shall be applied (x) first, in direct order of maturity to scheduled amortization payments of the definition thereof andTerm Loans which will be due and payable during the 12 months immediately succeeding the date of the respective prepayment and (y) second, if applicableto the extent in excess of the scheduled amortization payments due and payable during such period, Section 2.26as otherwise provided above without regard to this proviso.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the AXELs under the AXEL Credit Agreement or the Revolving Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4A(iii)(a)-(e) shall be applied: first, applied first to prepay the Term Loans, AXELs under the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans AXEL Credit Agreement to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and third, to the Revolving Credit Commitments); fourthextent of any remaining portion of the Applied Amount, to prepay outstanding reimbursement obligations with respect further permanently reduce the Revolving Loan Commitments to the full extent thereof and to cash collateralize any Letters of Credit outstanding (without with any reduction such amounts held in the Collateral Accounts pursuant to the Revolving Credit CommitmentsIntercreditor Agreement); and fifth, to Cash Collateralize all Letters . Any prepayments of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness Loans under subsection 2.4A(iii)(f) shall be applied as provided to reduce the Revolving Loans. REVOLVING LOAN CREDIT AGREEMENT EXECUTION 53 61 (c) Application of Prepayments to Base Rate Loans and Eurodollar Rate Loans. Considering Revolving Loans being prepaid, any prepayment thereof shall be applied first to Base Rate Loans, to the full extent thereof before application to Eurodollar Rate Loans, in a manner which minimizes the definition thereof and, if applicable, Section 2.26.amount of any payments required to be made by Company pursuant to subsection 2.6D.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount ----------------------------------------------------- (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: applied first, subject to the provisions ----- of subsection 2.4B(iv)(d), to prepay the Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans on a pro rata basis (unless any Lenders under any such Extended based upon the then --- ---- outstanding principal amount of Tranche A Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans, and thereafter, on a pro rata basis ) to the full extent thereof, second, to the extent of any ------ remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of ----- the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the ------ Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in reduce the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof and, except as provided in Sections 2.14(a) and (without any reduction b), to permanently reduce the Revolving Commitments by the amount of such prepayment; third, to prepay the Hedge L/C Loans to the Revolving Credit Commitments)full extent thereof; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all prepay outstanding reimbursement obligations with respect to Hedge Letters of Credit; sixth, to cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; seventh, to cash collateralize Hedge Letters of Credit; eighth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything full extent thereof; and ninth, to permanently reduce the Hedge L/C Commitments to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), (i) the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.262.26 and (ii) the Mandatory 1L IPO Prepayment Amount shall be applied on a ratable basis to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in accordance with clause “first” of Section 2.15(b).

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Unless an Event of Default has occurred and is continuing, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4A(iii)(a)-(d) shall be applied: first, applied FIRST to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term based on the aggregate principal amount of each type of Loan outstanding) the Revolving Loans (including the Swing Line Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of and the Term Loans, in each case to the Extended Term full extent thereof; PROVIDED that each such mandatory prepayment of the Revolving Loans (including the Swing Line Loans) shall (1) be applied, as between the Other Term Swing Line Loans and the Incremental Term Revolving Loans, and thereafter, on a pro rata basis first to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and second, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and (without any reduction 2) permanently reduce the Revolving Loan Commitments by the amount of such prepayment of the Swing Line Loans and the Revolving Loans; and PROVIDED, further, that each such mandatory prepayment of the Term Loans shall be applied pro rata to all Tranches of Term Loans, shall reduce scheduled installments of principal of the Acquisition Term Loans on a pro rata basis and shall reduce scheduled installments of principal of other Tranches of Term Loans pursuant to the Revolving Credit Commitments)Increased Commitments Agreement; fourthand SECOND, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of such amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); full extent thereof. If an Event of Default has occurred and fifthis continuing, any amount required to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness be applied as a mandatory prepayment shall be applied as provided set forth in the definition thereof and, if applicable, Section 2.26.subsection 2.4C.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a2.15(a) through 2.14(e2.15(d) and Section 2.15(f) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.15(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the Extended Term Loansterms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation 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 or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the Other basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the Incremental 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 Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term LoansLoans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, respectivelyprepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.15(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay the Outstanding Swing Line Loans Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (without any reduction to and permanently reduce the Revolving Credit Commitments); third, to prepay the Revolving Loans Commitments to the full extent thereof (without any reduction to the Revolving Credit Commitmentsthereof); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term Loans to the full extent thereof, on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected in accordance with the respective outstanding principal amounts thereof) and to be paid on a less than ratable basis) in reduce the direct order of maturity to the next eight scheduled Installments installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term LoansLoans set forth in subsection 2.4A pro rata, and thereaftersecond, on a pro rata basis to the extent of any remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments)full extent thereof; and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to provided that the Revolving Credit Commitments). Notwithstanding anything to Loan Commitments shall not be reduced below $15,000,000 in the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence aggregate by reason of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26mandatory prepayments.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(c) shall be applied: applied first, to prepay the outstanding Series B Term Loans, the Extended Term Loans, the Other Series C Term Loans and the Incremental Term Loans Loans, if any, on a pro rata basis (unless any Lenders under any such Extended in accordance with the respective outstanding principal amounts thereof) and shall be applied to reduce scheduled installments of principal on the Series B Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Series C Term Loans and the Incremental Term Loans, if any, pursuant to subsections 2.4A(ii), (iii) and thereafter, on a pro rata basis to the remaining Installments (iv) in inverse order of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectivelymaturity; second, to the extent of any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Series A Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; third, to the extent of any remaining portion of the Applied Amount, to prepay the Series A Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Series A Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fourth, to prepay outstanding reimbursement obligations with respect to Letters the extent of Credit (without any reduction to remaining portion of the Revolving Credit Commitments); and fifthApplied Amount, to Cash Collateralize all Letters of Credit further permanently reduce first, the Series B Loan Commitments and Incremental Facility Commitments, if any, on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) (without any reduction to the full extent thereof and second, to further permanently reduce the Series A Revolving Credit Commitments). Notwithstanding anything Loan Commitments to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4A(iii)(a)- (e) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisx) in the direct order case of maturity to the next eight scheduled Installments of principal of the Term LoansCompany, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, FIRST to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Domestic Revolving Loan Commitments by the amount of such prepayment, and SECOND, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Domestic Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Domestic Revolving Loan Commitments by the amount of such prepayment, and THIRD, to the Revolving Credit Commitments); fourthextent of any remaining portion of the Applied Amount, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction further permanently reduce on a pro rata basis the UK Revolving Loan Commitments, the French Revolving Loan Commitments and the Japanese Revolving Loan Commitments to the full extent thereof, and (y) in the case of any Borrower other than Company, FIRST to prepay the Revolving Credit Commitments); Loans of that Borrower to the full extent thereof and fifthto further permanently reduce the Revolving Loan Commitments of that Borrower by the amount of such prepayment and SECOND, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of the Applied Amount, to further permanently reduce on a pro rata basis the Revolving Loan Commitments of each of the other Borrowers to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4G, any amount required to be paid applied as a mandatory prepayment of the Loans, collateralization of Bankers' Acceptances or Letters of Credit, and/or a reduction of the Revolving Loan Commitments, in any case pursuant to Sections 2.14(a) through 2.14(e) subsections 2.4B(iii)(a)-(f), shall be applied: : (1) first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of full extent thereof, including cash collateralizing any outstanding Bankers' Acceptances under the Term LoansLoan Facility, (2) second, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the extent of any remaining Installments portion of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondsuch amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and, to the extent required by the applicable provision of subsection 2.4B(iii), to permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, (3) third, to the extent of any remaining portion of such amount, to prepay the Revolving other Prime Rate Loans to the full extent thereof (without any reduction and, to the extent required by the applicable provision of subsection 2.4B(iii), to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and (4) fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of such amount, to Letters of Credit (without any reduction collateralize Bankers' Acceptances under the Revolving Loan Facility to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition full extent thereof and, if applicableto the extent required by the applicable provision of subsection 2.4B(iii), Section 2.26to further permanently reduce the Revolving Loan Commitments by the amount so collateralized, effective the date of maturity of the Bankers' Acceptances so collateralized. Any mandatory reduction of Revolving Commitments pursuant to this subsection 2.4 shall be in proportion to each Revolving Lender's Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any ----------------------------------------------------- amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(f) shall be applied: first, applied first to prepay the Tranche A Term LoansLoans to the full extent thereof ----- (provided, however, that Company shall apply any such amounts which --------- ------- are also required to be applied to repayment of the Extended Term Loans, AXELs under the Other AXEL Credit Agreement to the Tranche A Term Loans and the Incremental Term Loans on a AXELs pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity according to the next eight scheduled Installments respective outstanding principal amounts thereof, subject to the provisions of principal subsection 2.4B(iv)(d)), second, ------ to the extent of any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the ----- Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the ------ extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsection 2.4B(iii) shall be applied: firstapplied first (x) in the event of a prepayment pursuant to subsection 2.4B(iii)(a) or (b), to prepay the Term Loans, the Extended Term Loans, the Other Domestic Term Loans and the Incremental Tranche B Term Loans on a pro rata basis to the full extent thereof, and (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisy) in the direct order event of maturity a prepayment pursuant to subsection 2.4B(iii)(c), (d) or (e), to prepay the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Domestic Term Loans and the Incremental Tranche B Term Loans, and thereafter, Loans on a pro rata basis to the full extent thereof, second, to the extent of any remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction permanently reducing the Swing Line Loan Commitments by the amount of such prepayment, third to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving B Loans to the full extent thereof without permanently reducing the Revolving B Loan Commitments, and fourth, to the extent of any remaining portion of the Applied Amount, to prepay the Working Capital Revolving Loans to the full extent thereof (but without any reduction to permanently reducing the Working Capital Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters Loan Commitments by the amount of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26such prepayment.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the First Lien US Term Loans, the Extended Term Loans, the Other First Lien European Term Loans and the Incremental any New First Lien Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to in accordance with the respective outstanding principal amounts thereof) and shall be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, further applied on a pro rata basis to the remaining scheduled Installments of principal of the First Lien US Term Loans, the Extended Term Loans, the Other First Lien European Term Loans and the Incremental New First Lien Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; third, to prepay the Revolving Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments)full extent thereof. Notwithstanding anything to the contrary set forth above in For purposes of determining any pro rata allocation contemplated under this Section 2.15(b)subsection at any time, the net cash proceeds from the incurrence amount of any Credit Agreement Refinancing Indebtedness First Lien European Term Loan shall be applied as provided in the definition Dollar Equivalent of the principal amount thereof and, if applicable, Section 2.26at such time.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, as follows: (i) in the Extended Term Loanscase of a payment by Company under Section 2.14(a)(i) or 2.14(b)(i), first to prepay the Other U.S. Term Loans until the same are paid in full, and second to prepay the Incremental European Term Loans until the same are paid in full; (ii) in the case of a payment by European Borrower under Section 2.14(a)(ii) or 2.14(b)(ii), first to prepay the European Term Loans until the same are paid in full, and second to prepay the U.S. Term Loans until the same are paid in full; and (iii) otherwise on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) which prepayments of Term Loans shall be further applied to the remaining scheduled Installments of principal of the applicable Term Loans on a pro rata basis (unless any Lenders under basis; provided that at the election of the applicable Borrower in the applicable notice of prepayment, any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected prepayment shall be first applied to be paid on a less than ratable basis) in the direct order of maturity reduce up to the next eight scheduled four Installments of principal on such Term Loan in forward order of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectivelymaturity; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to of the Revolving Credit Commitments); third, to prepay the Domestic Revolving Loans and European Revolving Loans to the full extent thereof on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) or on such other basis as Company may direct, without any reduction to of the Revolving Credit Commitments); and fourth, to prepay outstanding reimbursement obligations with respect to Domestic Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all European Letters of Credit on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) (or on such other basis as Company may direct without any reduction to of the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans ; and the Incremental Term Loans further applied on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments)thereof; third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments)thereof; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything to full extent thereof; provided that in the contrary set forth above in this case of clauses fourth through and including sixth of Section 2.15(b), the net cash proceeds Revolving Commitments shall be permanently reduced only if and to the extent that both (y) such prepayment arises as a result of an Asset Sale under this Section 2.14 and (z) there has been a notice in writing by the Administrative Agent to the Borrower that the Required Lenders have determined (after the Administrative Agent having received at least five (5) Business Day’s prior written notice of such Asset Sale from the incurrence Borrower) that the Collateral securing the Obligations after giving effect to the most recent or then contemplated Asset Sale is insufficient to adequately collateralize such Obligations (taking into account any remaining undrawn Commitments and any commitment increases which might result as a result of any Credit Agreement Refinancing Indebtedness shall be applied as provided in Section 2.2(b)) (it being understood that the definition thereof andLenders shall, if applicablerequested by the Borrower, consider in good faith whether the Collateral securing the Obligations after giving effect to the most recent or then contemplated Asset Sale is sufficient to adequately collateralize such Obligations (taking into account any remaining undrawn Commitments and any commitment increases which might result as a result of Section 2.262.2(b))).

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), (1) Any amounts in respect of any amount unutilized or unreinvested Net Cash Proceeds or Net Insurance Proceeds required to be paid applied as a mandatory prepayment of the Term Loans and/or to permanently reduce the Revolving Loan Commitments pursuant to Sections 2.14(asubsections 2.4B(iii)(a) through 2.14(eor (c) shall be applied: first, applied FIRST to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, SECOND, to the Revolving Credit Commitments); third, extent of any remaining Net Cash Proceeds or Net Insurance Proceeds to prepay the Revolving Loans to the full extent thereof (without any reduction and permanently reduce the Revolving Loan Commitments by the amount of such prepayment, THIRD, to the extent of any remaining Net Cash Proceeds or Net Insurance Proceeds, to further permanently reduce the Revolving Credit Commitments); fourthLoan Commitments to the full extent thereof, and FOURTH, to the extent of any remaining Net Cash Proceeds or Net Insurance Proceeds to reduce the Term Loan Commitments to the full extent thereof. (2) Any amount required to be applied as a mandatory prepayment of the Loans, a reduction of the Revolving Loan Commitments and/or a reduction of the Term Loan Commitments pursuant to subsections 2.4B(iii)(b) or (d) shall be applied FIRST, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction the Term Loans to the Revolving Credit Commitments); and fifthfull extent thereof, SECOND, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of such amount to prepay the Revolving Loans to the full extent thereof and to permanently reduce the Revolving Credit Commitments). Notwithstanding anything Loan Commitments by the amount of such prepayment, THIRD, to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence extent of any Credit Agreement Refinancing Indebtedness shall be applied as provided in remaining portion of such amount, to further permanently reduce the definition Revolving Loan Commitments to the full extent thereof andand FOURTH, if applicable, Section 2.26to the extent of any remaining portion of such amount to reduce the Term Loan Commitments to the full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any (i) Any ----------------------------------------------------- amount required to be paid prepaid pursuant to Sections 2.14(aSection 2.12(a)(c) through 2.14(eand (e) shall be appliedapplied (unless otherwise specified in Section 2.12 with respect to Purchase Money Loans) as follows: first, to prepay the Term LoansLoans and Delayed Draw Term Loans (and to further reduce any unused Delayed Draw Term Loan Commitments), the Extended and New Term Loans, the Other Term Loans and the Incremental Term Loans if any, on a pro rata basis (unless any Lenders under any such Extended in accordance with the respective outstanding principal amounts thereof) and (x) in the case of the Term Loans and Delayed Draw Term Loans, Other shall be further applied to the remaining scheduled Term Loans Loan Installments or Incremental Delayed Draw Term Loans have elected to be paid on a less than ratable basisLoan Installments, as applicable, in inverse order of maturity and (y) in the direct order case of maturity New Term Loans, if any, shall be applied pro rata among each outstanding Series and further applied to the next eight scheduled Installments installments of principal of the Term Loans, the Extended Term Loans, the Other New Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal such Series in inverse order of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectivelymaturity; second, to prepay the Swing Line Revolving Loans (with any Purchase Money Loans being prepaid first) and to the full extent thereof (without any reduction to reduce the Revolving Credit CommitmentsLoan Commitment); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments)Credit; and fifthfourth, to Cash Collateralize all cash collateralize Letters of Credit in accordance Credit; (ii) Notwithstanding the foregoing, with Section 2.4(h) (without any reduction respect to the Revolving Credit Commitments). Notwithstanding anything New Term Loans, a lesser amount may be required to the contrary be prepaid or waived if set forth above in this Section 2.15(b)the applicable Joinder Agreement; provided that, the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness such amounts waived or not -------- used to prepay New Term Loans shall be applied used to further prepay first, on a pro rata basis, Delayed Draw Term Loans and Term Loans and, second, Revolving Loans as provided in the definition thereof and, if applicable, Section 2.26above.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, other than with respect to prepayments pursuant to Section 2.14(c), to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and (for the Incremental avoidance of doubt, with no reduction of the undrawn Delayed Term Loans Loan Commitments) on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid and further applied on a less than ratable basis) in the direct order of maturity pro rata basis to the next eight remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; third, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Unless an Event of Default has occurred and is continuing, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(e2.3(b)(iii)(A)-(E) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); extent of any remaining portion of such amount, to prepay the L/C Loans to the full extent thereof, third, to the extent of any remaining portion thereof, to cash collateralize the outstanding Letters of Credit, such cash collateral to be deposited in the Collateral Account and applied pursuant to Section 3.5 and the terms of the Security and Pledge Agreement, fourth, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments); fourthLoan Commitments by the amount of such prepayment, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters the extent of Credit any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any mandatory prepayments of Term Loans pursuant to Sections 2.3(b)(iii)(A)-(F) shall be applied to reduce the scheduled installments of principal of the Term Loans as follows: first, to the extent not previously paid, up to $500,000 pro rata to the scheduled installments of principal of the Term Loans due May 31, 2000, June 30, 2000, and July 31, 2000, and $1,250,000 pro rata to the scheduled installments of the Term Loans due August 31, 2000, September 30, 2000, and October 31, 2000, in each case in forward order of maturity; second, to the extent not previously prepaid, to the Additional Payments in forward order of maturity; and third, on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans (without any reduction to other than the Revolving Credit Commitments). Notwithstanding anything to final such installment) that is unpaid at the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence time of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26such payment.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to reduce scheduled installments of principal thereof on a pro rata basis, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, fourth, to prepay the extent of any remaining portion of the Applied Amount, to provide cash collateral for any outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the full extent of the outstanding stated amounts thereof and to further permanently reduce the Revolving Credit Commitments); and Loan Commitments by the amount of such cash collateral and, fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any payment of Term Loans, Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above Loans and/or reduction in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness Revolving Loan Commitments shall be applied as provided in first to Term Loans, Revolving Loans and/or Revolving Loan Commitments of MSL Overseas and then to Term Loans, Revolving Loans and/or Revolving Commitments of Company. Prepayments made by MSL Overseas and the definition thereof and, if applicable, Section 2.26application of any Applied Amount derived from a Foreign Subsidiary shall be applied only to Loans of MSL Overseas.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), (1) Any amounts in respect of any amount unutilized or unreinvested Net Cash Proceeds or Net Insurance Proceeds required to be paid applied as a mandatory prepayment of the Term Loans and/or to permanently reduce the Revolving Loan Commitments pursuant to Sections 2.14(asubsections 2.4B(iii)(a) through 2.14(eor (c) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); third, extent of any remaining Net Cash Proceeds or Net Insurance Proceeds to prepay the Revolving Loans to the full extent thereof (without any reduction and permanently reduce the Revolving Loan Commitments by the amount of such prepayment and third, to the extent of any remaining Net Cash Proceeds or Net Insurance Proceeds, to further permanently reduce the Revolving Credit Commitments); fourthLoan Commitments to the full extent thereof. (2) Any amount required to be applied as a mandatory prepayment of the Loans, and/or a reduction of the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(b) or (d) shall be applied first, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction the Term Loans to the Revolving Credit Commitments); and fifthfull extent thereof, second, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of such amount to prepay the Revolving Loans to the full extent thereof and to permanently reduce the Revolving Credit Commitments). Notwithstanding anything Loan Commitments by the amount of such prepayment, and third, to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence extent of any Credit Agreement Refinancing Indebtedness shall be applied as provided in remaining portion of such amount, to further permanently reduce the definition thereof and, if applicable, Section 2.26Revolving Loan Commitments to the full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, (1) any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(b) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisin accordance with the respective outstanding principal amounts thereof) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Credit Commitments)Loan Commitment Amount to the full extent thereof; fourthprovided, however, that to the extent any portion of the amount to be applied under this clause (1) consists of proceeds of business interruption insurance, such amount shall be applied according to clause (2) hereof; and (2) any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(c)-(d) shall be applied first to prepay the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction Revolving Loans to the full extent thereof and to reduce the Revolving Credit Commitments); and fifthLoan Commitment Amount by the amount of such prepayment, third to the extent of any remaining portion of such amount, to Cash Collateralize all Letters further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof, and fourth to the extent of Credit any remaining portion of such amount to prepay the Tranche A Term Loans on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) (without any reduction to the full extent thereof. Any mandatory reduction of the Revolving Credit Commitments). Notwithstanding anything Loan Commitment Amount pursuant to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness subsection 2.4B shall be applied as provided in the definition thereof and, if applicable, Section 2.26proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Subject Any amount required to be paid pursuant to Section 2.15(d), any 2.14(c) shall be applied as provided in the applicable Joinder Agreement. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(eand 2.14(b) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loansif any, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid in accordance with the respective outstanding principal amounts thereof); and further applied on a less than ratable basis) in pro rata basis to reduce the direct order of maturity to the next eight scheduled Installments remaining installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Commitments by the amount of such prepayment; third, to further permanently reduce the Revolving Commitments up to the amount by which the Revolving Credit Commitments)Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed reduction; thirdfourth, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourthfifth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifthsixth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Credit Commitments). Notwithstanding anything to Loan Commitments by the contrary set forth above in this Section 2.15(b), the net amount of such cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26collateralization.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, any amount required to be paid applied as a mandatory prepayment of the Loans and/or, to the extent requested by Requisite Lenders pursuant to Sections 2.14(aclause (f) through 2.14(ebelow, a reduction of the Revolving Loan Commitments and the Offshore Loan Commitments, pursuant to subsections 2.4B(iii)(a)-(f) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal full extent of the Term Loans, the Extended Term Loanssecond, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the extent of any remaining Installments portion of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondsuch amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction of the Swing Line Loans and, to the extent requested by Requisite Lenders pursuant to clause (f) below, to permanently reduce the Revolving Credit Commitments); Loan Commitments and Offshore Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans and Offshore Loans to the full extent thereof (without any reduction of the Revolving Loans and Offshore Loans and, to the extent requested by Requisite Lenders pursuant to clause (f) below, to further permanently reduce the Revolving Credit Commitments); Loan Commitments and Offshore Loan Commitments in accordance with clause (d) below by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect to Letters the extent of Credit (without any reduction remaining portion of such amount, to the Revolving Credit Commitments); and fifthextent requested by Requisite Lenders pursuant to clause (f) below, to Cash Collateralize all Letters further permanently reduce the Revolving Loan Commitments and the Offshore Loan Commitments to the full extent of Credit the Revolving Loans Commitments and the Offshore Loan Commitments in accordance with Section 2.4(hclause (d) (without below. Any mandatory reduction of Revolving Loan Commitments pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender's Pro Rata Share. Any mandatory reduction of Offshore Loan Commitments pursuant to this subsection 2.4B shall be in proportion to each Offshore Lender's Pro Rata Share. If an Event of Default has occurred and is continuing, any reduction amount required to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness be applied as a mandatory prepayment shall be applied as provided set forth in the definition thereof and, if applicable, Section 2.26.subsection 2.4D.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(f) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loansfull extent thereof, the Extended Term Loanssecond, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the extent of any remaining Installments portion of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondsuch amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans and/or the LC Facility Loans, as the case may be, to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Loan Commitments); , and/or the LC Facility Commitments as the case may be, by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of such amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments and/or the LC Facility Commitments, as the case may be, to the full extent thereof. Any mandatory reduction of Revolving Credit Commitments); and fifthCommitments and/or LC Facility Commitment, as the case may be, pursuant to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness subsection 2.4B shall be applied as provided in the definition thereof andproportion to each Revolving Lender's Pro Rata Share and LC Facility Lender, if applicable, Section 2.26respectively.