Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Swingline 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 Section 2.06(b)(iiiSections 2.05(b)(ii), (iii), and (v), first to the Term Loan (to the remaining principal amortization payments in inverse order of maturity including the final principal repayment installment on the Maturity Date), second, ratably to the Term B Loans (L/C Borrowings and the Swingline Loans, third, to the principal amortization payments scheduled outstanding Revolving Loans, and, fourth, to be made Cash Collateralize the remaining L/C Obligations (with a corresponding reduction in direct order the Aggregate Revolving Commitments in the cases of maturityclauses second through fourth); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (ivSection 2.05(b)(iv), first ratably to the Existing Subordinated Debt, second, to the Existing Mezzanine Debt, third, to the Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments in inverse order of maturity including the applicable Term Loanfinal principal repayment installment on the Maturity Date), secondfourth, ratably to the L/C Borrowings and the Swing Line Swingline Loans, thirdfifth, to the outstanding Revolving Loans, and fourthand, sixth, to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments in the cases of clauses fourth through sixth). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.04(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.04(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, Loans to the full extent thereof and, thirdafter all Revolving Loans have been repaid, to Cash Collateralize the remaining any L/C Obligations;Exposures; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.04(b)(ii) through (vi), ratably first to the Term B Loans Loan (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first applied ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments thereof), second to the Revolving Loans (without a corresponding permanent reduction of the applicable Term Loantotal Revolving Commitments), second, ratably and third to Cash Collateralize 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 Exposures (without a commitment corresponding reduction thereunderof the Letter of Credit Sublimit). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate LIBOR Loans in direct order of Interest Period maturities. Prepayments of the Revolving Loans pursuant to this Section 2.04(b) shall not reduce the total Revolving Commitments. All prepayments under this Section 2.06(b2.04(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by a payment of all interest accrued on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All Subject to Section 8.03, all amounts required to be paid pursuant to this Section 2.06(b2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(i2.09(b)(i), first, ratably first to the L/C Borrowings and the Swing Line Loans, second, second to the outstanding Revolving Loans, and, third, Loans and third to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(iii2.09(b)(ii), ratably to the Term B Loans (ratably to the principal amortization payments scheduled to be made remaining Principal Amortization Payments thereof or, at the option of the Borrower, in direct order of maturityfor 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) below; and (C) with respect to all amounts prepaid paid pursuant to Sections 2.06(b)(ii) and Section 2.09(b)(iii), (iv), or (v), first ratably to the Term Loans (initially, pro rata according to the respective outstanding principal amounts of the Term Loans (or, at the option of the Borrower, first eight to the outstanding principal amortization payments scheduled amounts of the Term B Loans and second to be made the outstanding principal amounts of the Term A Loans and third to any Incremental Term Loans) (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 of maturity and, thereafter, on a pro rata basis for not more than the next four Principal Amortization Payments and then ratably to the remaining principal amortization payments of the applicable Term LoanPrincipal Amortization Payments thereof), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be each case subject to Section 3.05, but otherwise without premium or penalty clause (x) and shall be accompanied by interest on the principal amount prepaid through the date of prepayment(xi) below.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), first, ratably (1) first to the L/C Borrowings and the Swing Line outstanding Swingline Loans, second, (2) second to the outstanding Revolving Loans, and, third, Loans and (3) third to Cash Collateralize the remaining L/C LOC Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii) through (v), ratably (1) first to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made Loan in direct order of maturity and, thereafter, on a pro rata basis to the next four amortization payments thereof and thereafter ratably to the remaining principal amortization payments of thereof (including the applicable Term Loanbullet payment due on the Maturity Date), second, ratably (2) second 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 Swingline Loans (without a commitment simultaneous corresponding reduction thereunderof the Swingline Committed Amount) and (3) third to the Revolving Loans (without a simultaneous 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 Eurocurrency Rate SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.15 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to the outstanding Revolving Loans, and, third, to ratably Cash Collateralize the remaining any L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii), ratably (iii), (iv) and (v), first to the Term B Loans Loan (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loanthereof), second, ratably then (after the Term Loan has been repaid in full) to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, Loans (without a corresponding reduction of the Aggregate Revolving Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to the outstanding Revolving Loans, and fourth, to ratably Cash Collateralize the remaining any L/C Obligations (without a commitment reduction thereunder)Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(ii) and (iviii), first ratably pro rata to the Delayed Draw Term Loans Loan and the Incremental Term Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term each Loan), second, ratably then (after the Delayed Draw Term Loan and the Incremental Term Loan have been paid in full) to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, to the outstanding then (after all Revolving Loans, and fourth, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (without a commitment corresponding permanent reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) 2.7 shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), first, ratably first to the L/C Borrowings and the Swing Line outstanding Swingline Loans, second, second to the outstanding Revolving Loans, and, third, Loans and third to Cash Collateralize the remaining L/C Obligations; LOC Obligations and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the Term B remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the principal amortization payments scheduled to Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in direct order the case of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv2.7(b)(v), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to shall be made with a simultaneous corresponding reduction in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder)Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied first applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and then third, to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) 2.7 shall be subject to Section 3.05, but otherwise without premium or penalty 2.15 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii) and (iii)(A), ratably first to the Term B Loans Loan (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loanpayments), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and and, fourth, to Cash Collateralize the remaining L/C Obligations Obligations; and (without a commitment reduction thereunderC) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii)(B), to the Loans being refinanced by the applicable Refinancing Facility. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(ii) and (iviii)(A), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term Loanpayments), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and and, fourth, to Cash Collateralize the remaining L/C Obligations Obligations; (without a commitment reduction thereunderC) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii)(B), to the Loans being refinanced by the applicable Refinancing Facility; and (D) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iv), to the Tranche B Term Loan (ratably to the remaining principal amortization payments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.053.05 and Section 2.09(c) (if applicable), but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. 3.11. A new Section 2.07(d) is hereby added to the Credit Agreement to read as follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.3(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i3.3(b)(i)(A), firstto Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii3.3(b)(i)(B), ratably to the Term B Loans (to the principal amortization payments scheduled to be made a cash collateral account in direct order respect of maturity); and LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), as the Borrower may elect, and (D) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii3.3(b)(iii) and (iv3.3(b)(iv), first FIRST, to the Tranche B Term Loans (with such prepayment being applied ratably to the Term Loans (initiallyremaining Principal Amortization Payments thereof) and SECOND, to the first eight principal amortization payments scheduled Revolving Loans and (after all Revolving Loans have been repaid) to be made a cash collateral account in direct order respect of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 LOC Obligations (without a commitment any reduction thereunderin the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b3.3(b) shall be subject to Section 3.053.12, but otherwise without premium or penalty penalty, and shall shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid Each mandatory prepayment made pursuant to this Section 2.06(b) 2.05(b), except mandatory prepayments made pursuant to Section 2.05(b)(vi), shall be applied as follows: (Ai) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(i2.05(b)(i), firstfirst to Revolving Loans, ratably second to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, and third to Cash Collateralize the remaining L/C Obligations; (Bii) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably (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 B Loans and the Tranche C Term Loans, (B) second, to (1) the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)) and (3) then to Cash Collateralize L/C Obligations and (C) third, after the termination of all Revolving Commitments and the repayment in full of all amounts payable with respect to the principal amortization payments scheduled Revolving Loans, the Tranche B Term Loans and the Tranche C Term Loans, to be made in direct order of maturity); andthe Tranche D Term Loans; (Ciii) with respect to all amounts prepaid paid pursuant to Sections 2.06(b)(iiSection 2.05(b)(v), so long as no Event of Default has occurred and is continuing (A) first, subject to Section 2.05(d), pro rata to the Tranche B Term Loans and any Tranche C Term Loans which are RTFC Variable Rate Loans, (B) second, to (1) the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)) and (iv)3) then to Cash Collateralize L/C Obligations, first ratably (C) third, to any Tranche C Term Loans which are RTFC Fixed Rate Loans, and (D) fourth, after the termination of all Revolving Commitments and the repayment in full of all amounts payable with respect to the Revolving Loans, the Tranche B Term Loans (initiallyand the Tranche C Term Loans, to the first eight Tranche D Term Loans; (iv) with respect to all amounts paid pursuant to Section 2.05(b)(ii), (iii), (iv) and (v) after an Event of Default has occurred and is continuing, (A) first, subject to Section 2.05(d), pro rata to the Tranche B Term Loans, the Tranche C Term Loans and the Revolving Loans (with no corresponding reduction in the Revolving Commitments pursuant to Section 2.06 and assuming for purposes of such pro rata allocation that the Revolving Credit Facility is fully drawn; provided, however, that at such time as all Revolving Loans have been prepaid (including the repayment of all Swing Line Loans and the Cash Collateralization of all L/C Obligations), such prepayments shall be applied, subject to Section 2.05(d), pro rata to the Tranche B Term Loans and the Tranche C Term Loans and (B) second, after the repayment in full of all amounts payable with respect to 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, to the Tranche D Term Loans; (v) mandatory prepayments of the Tranche B Term Loans shall be applied to reduce the then remaining principal amortization payments scheduled installments thereof pursuant to be made in direct order of maturity and, thereafter, Section 2.07(c) on a pro rata basis to the remaining principal amortization payments basis; and (vi) mandatory prepayments of the applicable Tranche C Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments Loans shall be applied first to Base Rate Loans and reduce the then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject remaining principal installments thereof pursuant to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest 2.07(d) on the principal amount prepaid through the date of prepaymenta pro rata basis.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(bSections 2.04(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.04(b)(i), first, ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.04(b)(ii), ratably first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans (and, with respect to Delayed Draw Term Loans, shall be applied pro rata toward remaining principal amortization payments) and then (after the Term A Loans and Delayed Draw Term Loans have been paid in full) to the Term B Loans and then to Revolving Loans (to with a corresponding reduction in the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiAggregate Revolving Commitments) and then (iv), first ratably to the Term after all Revolving Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, have been repaid) to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.04(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(bSections 2.04(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.04(b)(i), first, ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.04(b)(ii), ratably first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans (and, with respect to Delayed Draw Term Loans, shall be applied pro rata toward remaining principal amortization payments) and then (after the Term A Loans and Delayed Draw Term Loans have been paid in full) to the Term B Loans and then to Revolving Loans (to with a corresponding reduction in the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiAggregate Revolving Commitments) and then (iv), first ratably to the Term after all Revolving Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, have been repaid) to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.04(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. (d) Section 2.06. Section 2.06 of the Credit Agreement is amended and restated in its entirety as follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii) and (iii), first to the Term Loan (ratably to the Term B Loans (to the remaining principal amortization payments scheduled of the Term Loan), then (after the Term Loan has been paid in full) to be made 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 direct order of maturitythe Aggregate Revolving Commitments); and; (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(ii) and (iviii), first ratably after the application of proceeds pursuant to subclauses (A) and (B) above, the Term Loans (initiallybalance, if any, to the first eight principal amortization payments scheduled to be made in direct order of maturity andLoan Parties, thereafter, on a pro rata basis to as directed by the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts ------------------------------------ required to be paid pursuant to this Section 2.06(b2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), firstto Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii), (iii), (iv)(A), (v), (vi) and (viii), (1) first pro rata to the Term ----- --- ---- Loans (ratably to the Term B Loans remaining principal installments thereof) and (2) second to the principal amortization payments scheduled Revolving Loans and (after all ------ Revolving Loans have been repaid) to be made a cash collateral account in direct order respect of maturity); and LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.7(b)(iv)(B) and (ivvii), first ratably pro rata to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder--- ---- installments thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.7(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.17 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and all Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Tranche C Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments in inverse order of the applicable Term Loanmaturity), second, ratably then (after the Tranche C Term Loan has been paid in full) to the L/C Borrowings Tranche B Term Loan (to the remaining principal amortization payments in inverse order of maturity), then (after the Tranche B Term Loan has been paid in full) to the Revolving Loans and the Swing Line Loans, third, to Loans (but without any reduction in the outstanding Aggregate Revolving Loans, Commitments) and fourth, then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (but without a commitment any reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(bclause (b)(i) above shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Revolving Loans, and, thirdafter all Revolving Loans and Swing Line Loans have been repaid, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment corresponding permanent reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments All amounts required to be paid pursuant to clauses (b)(ii) through (b)(iv) above shall be applied first applied: (A) first, pro rata to the Term Loans (and to the principal installments thereof on a pro rata basis (including the final installment of each Term Loan)); and (B) second, ratably to the Revolving Loans and Swing Line Loans, and, after all Revolving Loans and Swing Line Loans have been repaid, to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments). Prepayments shall be applied, first, to Base Rate Loans Loans, and then then, to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments of Eurodollar Rate Loans under this Section 2.06(bclause (b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through to the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.6(b)(i), (1) first, ratably to the L/C Borrowings Swingline Loans and the Swing Line Loans, (2) second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; Loans and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (CSections 2.6(b)(ii) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and through (iv), first ratably to the Term Loans (initially1) first, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Swingline Loans, third(2) second, to the outstanding Revolving LoansLoans (with a corresponding reduction in the Aggregate Revolving Committed Amount; provided, however, with respect to subsection (ii) above, only that portion of Asset Dispositions which exceeds five percent (5%) of Consolidated Total Assets in any twelve month period shall result in a corresponding reduction of the Aggregate Revolving Committed Amount) and fourth(3) third, (after all Revolving Loans have been repaid), to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)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 Eurocurrency 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 Revolving Commitment Percentage. All prepayments under this Section 2.06(b2.6(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.16 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining principal balance of the Term Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b2.12(b) shall that are to be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate pro rata between the Initial Term Loans and then to Eurocurrency Rate the Delayed-Draw Term Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment(if any).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.8(b)(i), firstto Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.8(b)(ii), ratably to pro rata across the Revolving Loans (with a corresponding reduction in the Revolving Commitments) and the Term B Loans (to the principal amortization payments scheduled to be made in direct order Loan outstanding as of maturity); and such date and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.8(b)(iii) and (iv), first ratably (1) FIRST to the Term Loans Loan (initially, first to the first eight then next two remaining scheduled principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis installments and then ratably to the remaining principal amortization payments of the applicable Term Loan), second, ratably installments thereof) and (2) SECOND to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, (after all Revolving Loans have been repaid) to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)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 Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.8(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.18 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts Subject to Section 2.15(h), any amount required to be paid pursuant to this Section 2.06(bSections 2.13(a) through 2.13(c) shall be applied as follows: (A) : first, to prepay the Term Loans to the full extent thereof; second, to prepay the Swing Line Loans to the full extent thereof; third, to prepay the Revolving Loans and pay any outstanding reimbursement obligations with respect to all amounts prepaid pursuant to Section 2.06(b)(i)Letters of Credit, first, ratably in each case 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafterfull extent thereof, on a pro rata basis to (in accordance with the remaining outstanding principal amortization payments amount of the applicable Term LoanRevolving Loans and amount of outstanding reimbursement obligations with respect to Letters of Credit), 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 cash collateralize, on a pro rata basis, outstanding Letters of Credit (without a commitment reduction thereunderin the Revolving Commitments). Within the parameters ; provided, that (except with respect to Net Asset Sale Proceeds in connection with a transaction permitted pursuant to (x) Section 6.8(c) in respect of Non-Core Assets described in clause (vi) of the applications set forth abovedefinition thereof, prepayments (y) Section 6.8(d) or (z) Section 6.8(f), which, in each case, shall be applied first to Base Rate Loans and then the repayment of the Obligations as set forth above in this Section 2.14(b)) all or a portion of the prepayments pursuant to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments Section 2.13(a) otherwise required to be applied under this Section 2.06(b2.14(b) prior to February 1, 2008, in Borrower’s sole discretion, may be retained or utilized by the Credit Parties in accordance with Section 2.6; provided, further, notwithstanding the foregoing proviso, on February 1, 2008 the full amount of such proceeds (not previously applied in accordance with this Section 2.14(b)) shall be subject to applied in accordance with this Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment2.14(b).

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining principal balanceinstallments of the Term Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b2.12(b) shall that are to be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate pro rata between the Initial Term Loans, the First Amendment Incremental Term Loans and then to Eurocurrency Rate the Delayed-Draw Term Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment(if any).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding (after all Revolving Loans, and, third, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to (iii), (iv) or (v): (1) until the Term B Loans Loan has been paid in full, to prepay the Term Loan (with each such prepayment applied to the principal amortization payments scheduled to be made reduce remaining Principal Amortization Payments in direct inverse order of maturitymaturities thereof); and (C2) with respect after the Term Loan has been paid in full, to all amounts prepaid pursuant prepay the Revolving Loans (to Sections 2.06(b)(iithe extent outstanding) and (iv), first ratably to the Term after all Revolving Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, have been repaid) to Cash Collateralize the remaining L/C Obligations (without by a commitment reduction thereundercorresponding amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All Subject to Section 2.05(b)(vii) below, all prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturityiii); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and , (iv), and (v) first ratably to the Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term LoanLoan in inverse order of maturity), second, ratably then (after the Term Loan has been paid in full) to the L/C Borrowings Revolving Loans and the Swing Line Loansthen (after all Revolving Loans have been repaid), third, to the outstanding Revolving Loans, and fourthif a Default then exists, to Cash Collateralize the remaining L/C Obligations (without a commitment corresponding permanent reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 2.05(b)(i) 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Term Loan and any then-existing Incremental Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis (and, in each case, to the remaining principal amortization payments thereof in inverse order of maturity including the final principal repayment installment on the Maturity Date or the applicable Incremental Term LoanLoan Maturity Date, as applicable), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving LoansLoans (without a corresponding permanent reduction of the Revolving Facility), and fourthand, third, to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments in the cases of clauses second through fourth). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and Daily Floating Eurodollar Rate Swing Line Loans, on a pro rata basis, and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B1) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.7(b)(i)(x), ratably first to the Term B outstanding Swingline Loans, second to the outstanding Revolving Loans (as the Company may elect) and third to Cash Collateralize the LOC Obligations, (2) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(y), first to the principal amortization payments scheduled outstanding Revolving Loans made to be the Company denominated in a Foreign Currency and second to Cash Collateralize the LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency and (3) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(z), to the outstanding Revolving Loans made in direct order of maturity)to the U.K. Borrower; and (CB) (1) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.7(b)(ii)(A) and (iviii)(A), first to the Euro Term Loan (ratably to the Term Loans remaining amortization payments thereof) and (initially2) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)(B) and (iii)(B), to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis U.S. Term Loan (ratably to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunderthereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.15 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: : (A) with respect to all CHAR1\0000000x0 amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i)(A), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving A Loans, and, third, to Cash Collateralize the remaining L/C Obligations; ; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(i)(B), ratably to the Term outstanding Revolving B Loans (to the principal amortization payments scheduled to be made in direct order of maturity)Loans; and and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiSection 2.05(b)(ii) and or (iviii), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis each case to the remaining principal amortization payments of thereof as directed by the applicable Borrower); provided, that any Incremental Term Loan), second, ratably Loan or Specified Refinancing Term Loan may participate in such mandatory prepayments pursuant to the L/C Borrowings Section 2.05(b)(ii) and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without 2.05(b)(iii) on a commitment reduction thereunder)pro rata or less than pro rata basis. Within the parameters of the applications set forth above, prepayments shall be applied first ratably to Base Rate Loans and Canadian Prime Rate Loans, then to Eurocurrency Alternative Currency Daily Rate Loans, then ratably to LIBOR Rate Loans andto Term SOFR Loans, and lastly to Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(i2.09(b)(i), first(ii), ratably to (iii), or (iv) in the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, order provided in such Section; and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(iii2.09(b)(v), ratably (vi), (vii), (viii), or (ix) (1) first, to the Term B Loans (ratably to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiremaining Principal Amortization Payments thereof) and (iv2) second, (x) to the Credit-Linked LC Loans (with a corresponding reduction in the Credit-Linked LC Committed Amount pursuant to Section 2.09(b)(iii), first ratably and (y) then to Cash Collateralize Credit-Linked LC Obligations, and (3) third (x) to the Term Domestic Revolving Loans (initiallywith a corresponding reduction in the Domestic Revolving Committed Amount pursuant to Section 2.09(b)(i)), (y) then to Cash Collateralize Revolving LC Obligations, and (z) then to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Multi-Currency Revolving Loans, and fourth, to Cash Collateralize ratably based upon the remaining L/C Obligations outstanding Dollar Amounts thereof (without with a commitment corresponding reduction thereunderin the Multi-Currency Revolving Commitment). Within the parameters . (xvi) Clause (xi) of Section 2.09(b) of the applications set forth Credit Agreement (as redesignated pursuant to paragraph (x) above, prepayments shall be applied first ) is hereby amended to Base Rate Loans and then to Eurocurrency Rate Loans read in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.full as follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding (after all Revolving Loans, and, third, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity)Loans; and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(iii), (iv) or (v), to Term Loans or Revolving Loans (at the option and written direction of the Borrower delivered concurrently with such prepayment) and (iv)after all Term Loans and Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; provided, first ratably that to the extent no direction is given by Borrower with respect to the application of any such prepayments, such prepayments shall be applied first, to the Revolving Loans and, second, to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.3(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i3.3(b)(i)(A), first, ratably to Revolving Loans and Swingline Loans (without any reduction in the L/C Borrowings Revolving Committed Amount) and the Swing Line Loans, second, to the outstanding (after all Revolving Loans, and, third, Loans and Swingline Loans have been repaid) to Cash Collateralize the remaining L/C LOC Obligations; , (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii3.3(b)(i)(B), ratably to Cash Collateralize the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and LOC Obligations and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and Section 3.3(b)(ii), (iii), (iv) or (v), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of any Incremental Term Loans (initiallyLoan, to the first eight principal amortization payments scheduled to be made as set forth in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Incremental Term LoanLoan Agreement), second, ratably to the L/C LOC Borrowings and the Swing Line LoansSwingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations Loans (without a commitment any reduction thereunderin the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Eurodollar Loans subject to Section 3.3(b)(vii) in direct order of Interest Period maturities. All prepayments under this Section 2.06(b3.3(b) shall be subject to Section 3.053.12, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All Subject to Section 8.03, all amounts required to be paid pursuant to this Section 2.06(b2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(i2.09(b)(i), first, ratably first to the L/C Borrowings and the Swing Line Loans, second, second to the outstanding Revolving Loans, and, third, Loans and third to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(iii2.09(b)(ii), ratably (iii), (iv) or (v), (1) first to the Term B Loans (ratably to the principal amortization payments scheduled to be made remaining Principal Amortization Payments thereof or, at the option of the Borrower, in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) for not more than the next four Principal Amortization Payments and (iv), first then ratably to the remaining Principal Amortization Payments thereof) (with a corresponding reduction in the Term B Committed Amount pursuant to Section 2.10(c), and (2) second, (x) to the Swing Line Loans (initially, with a corresponding reduction in the Swing Line Committed Amount pursuant to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term LoanSection 2.10(c)), second(y) then to Revolving Loans (with a corresponding reduction in the Revolving Committed Amount pursuant to Section 2.10(c)), ratably and (z) then to the Cash Collateralize L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentObligations.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and all Swing Line Loans have been paid in full) to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments in inverse order of the applicable Term Loanmaturity), second, ratably then (after the Term Loan has been paid in full) to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, to Loans (with a corresponding reduction in the outstanding Aggregate Revolving Loans, Commitments) and fourth, then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining installments of the Term Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b2.12(b) shall that are to be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate pro rata between the Initial Term Loans, the First Amendment Incremental Term Loans, the Second Amendment Incremental Term Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentDelayed-Draw Term Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), 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;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturityiii); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and , (iv), (v) and (vi), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, repayment installments thereof on a pro rata basis (provided that any such payments made prior to the remaining principal amortization payments Digimarc Release Date shall be applied only to the portion of the applicable Term LoanLoans received by the Borrower on the Closing Date and shall not be applied to the amounts in the Digimarc Escrow Account), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and and, fourth, to Cash Collateralize the remaining L/C Obligations (in each of the cases described in clauses second through fourth above, without a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid (A) pursuant to this Section 2.06(b2.8(b)(i)(A) shall be applied as follows: (A1) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings Swingline Loans; and the Swing Line Loans, (2) 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 Section 2.06(b)(iii)2.8(b)(i)(B) shall be applied to the Revolving Loans that are Foreign Currency Loans outstanding to the Company; (C) pursuant to Section 2.8(b)(i)(C) shall be applied to the Revolving Loans that are Foreign Currency Loans outstanding to the Borrowers; (D) pursuant to Section 2.8(b)(i)(D) shall be applied to the Revolving Loans that are Foreign Currency Loans outstanding to the Irish Borrower and the Dutch Borrowers; and (E) pursuant to Sections 2.8(b)(ii)-(vi) shall be applied (1) first, ratably to the Term B Loans Loan (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments installments thereof); (2) second, to the Swingline Loans (without a corresponding reduction of the applicable Term LoanSwingline Committed Amount), second, ratably to the L/C Borrowings and the Swing Line Loans, ; (3) third, to the outstanding Revolving Loans, Loans (without a corresponding reduction to the Revolving Committed Amount); and (4) fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.Period

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturityiii); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and , (iv), (v), and (vi) first ratably pro rata to the Term Loans Loan and the Incremental Term Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term each Loan), second, ratably then (after the Term Loan and the Incremental Term Loan have been paid in full) to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, to the outstanding then (after all Revolving Loans, and fourth, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding permanent reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.7(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(iSections 2.7(b)(ii) through (iv), (1) first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize Term Loan (on a pro rata basis across the remaining L/C Obligations; amortization payments set forth in Section 2.2(b), and (2) second to outstanding Euro Revolving Loans (with a corresponding permanent reduction in the Euro Revolving Committed Amount), and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.7(b)(v), ratably with respect to each Excess Cash Flow prepayment for the Term B Loans (to the principal amortization payments scheduled twelve-month period ended June 30, 2009, and each Excess Cash Flow prepayment to be made in direct order thereafter (w) first, 50% of maturity); and (C) with respect such amount to all amounts prepaid be applied to the amortization payment due hereunder pursuant to Sections 2.06(b)(iiSection 2.2(b) and December 31, 2009, (iv)x) second, first ratably 50% of such amount to be applied to the Term Loans (initially, to the first eight principal remaining amortization payments scheduled due hereunder pursuant to be made in direct order of maturity and, thereafter, Section 2.2(b) thereafter on a pro rata basis to until the remaining principal amortization payments of the applicable Term Loan)Loan is paid in full, second, ratably to the L/C Borrowings and the Swing Line Loans, (y) third, to the outstanding Euro Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share of any such prepayment based on its Euro Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.06(b2.7(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.17 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i)(A) and (B), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(i)(C), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); andCash Collateralize L/C Obligations; (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(ii), (iii), (iv) and (iv), v) first ratably pro rata to the Term Loans Loan and the Incremental Term Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term each Loan), second, ratably then (after the Term Loan and the Incremental Term Loan have been paid in full) to the L/C Borrowings Revolving Loans and then (after all Revolving Loans have been repaid), if requested by the Swing Line Loans, third, to Administrative Agent or the outstanding Revolving Loans, and fourthRequired Lenders, to Cash Collateralize the remaining L/C Obligations (without a commitment corresponding permanent reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.06(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Term SOFR Loans and Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event), and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentprepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i(i), first(1) first to outstanding unreimbursed LC Disbursements that have not been funded by the Revolving Lenders, ratably (2) second to the L/C Borrowings and the Swing Line outstanding Swingline Loans, second, (3) third ratably to the outstanding Revolving Loans, and, third, Loans and LC Disbursements funded by Revolving Lenders and (4) fourth ratably to Cash Collateralize the remaining L/C Obligations; outstanding Letters of Credit; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii), (1) first to Multicurrency Revolving Loans (without a simultaneous corresponding reduction of the Multicurrency Revolving Committed Amount), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third ratably to the Term B Revolving Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first 4) fourth ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 outstanding Letters of Credit (without a commitment simultaneous corresponding reduction thereunderof the Revolving Committed Amount or Multicurrency Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied (A) first to Alternate Base Rate, (B) then to Canadian Prime Rate Loans, (C) then ratably to BBR Rate Loans and Offshore Rate Loans in direct order of Interest Period maturities and (D) then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.14 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.03(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to Section 2.06(b)(i3.03(b)(i), first, ratably first to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, second to Cash Collateralize the remaining L/C Swingline Loans and third to cash collateralize LOC Obligations; (B) subject to subsection (vii) and clause (C) below, with respect to all amounts prepaid paid pursuant to Section 2.06(b)(iii3.03(b)(ii), (iii), (iv) or (v), (1) first, to the Term Loans (ratably to the Term B remaining Principal Quarterly Amortization Payments thereof) and (2) second, to (x) the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount pursuant to Section 3.04(b)), (y) then to Swingline Loans (with a corresponding reduction in the principal amortization payments scheduled Revolving Committed Amount and the Swingline Committed Amount pursuant to be made in direct order of maturitySection 3.04(b)) and (z) then to cash collateralize LOC Obligations; and (C) with respect to all amounts prepaid each amount in excess of $10,000,000 paid pursuant to Sections 2.06(b)(iiSection 3.03(b)(iii), pro-rata (based on the Revolving Committed Amount and the outstanding principal amount of the Term Loans) between (1) Revolving Outstandings (in the order set forth in clause (B)(2)(x),(y) and (iv), first ratably to z) above) and (2) the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term LoanPrincipal Quarterly Amortization Payments thereof), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(bSections 2.04(b)(i) and (ii) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.04(b)(i), first, ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.04(b)(ii), ratably first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans and then (after the Term A Loans and Delayed Draw Term Loans have been paid in full) to the Term B Loans and then (after the Term B Loans have been paid in full) to a permanent reduction in any unfunded Delayed Draw Term Loan Commitments and then (after the principal amortization payments scheduled Delayed Draw Term Loan Commitments are zero) to be made Revolving Loans (with a corresponding reduction in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iithe Aggregate Revolving Commitments) and then (iv), first ratably to the Term after all Revolving Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, have been repaid) to Cash Collateralize the remaining L/C Obligations (without with a commitment corresponding reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.04(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.3(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i3.3(b)(i)(A), first, ratably to Revolving Loans and Swingline Loans (without any reduction in the L/C Borrowings Revolving Committed Amount) and the Swing Line Loans, second, to the outstanding (after all Revolving Loans, and, third, Loans and Swingline Loans have been repaid) to Cash Collateralize the remaining L/C LOC Obligations; , (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii3.3(b)(i)(B), ratably to Cash Collateralize the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and LOC Obligations and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiSection 3.3(b)(ii), (iii) and or (iv), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of any Incremental Term Loans (initiallyLoan, to the first eight principal amortization payments scheduled to be made as set forth in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Incremental Term LoanLoan Agreement), second, ratably to the L/C LOC Borrowings and the Swing Line LoansSwingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations Loans (without a commitment any reduction thereunderin the Revolving Committed CHAR1\1351553v8 52 Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Eurodollar Loans subject to Section 3.3(b)(vi) in direct order of Interest Period maturities. All prepayments under this Section 2.06(b3.3(b) shall be subject to Section 3.053.12, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.9(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.9(b)(i)(A), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving LoansDollar Revolving-1 Loans and then (after all Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations, and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.9(b)(i)(B), ratably to the Term B Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) to the principal amortization payments scheduled to be made a cash collateral account in direct order respect of maturity); and Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.9(b)(ii) and (iviii), first ratably (1) first, pro rata to the Tranche A-1 Term Loan and the Incremental Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments installments thereof), and (2) second, pro rata to the Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the applicable Term Loan), second, ratably to the L/C Borrowings Dollar Revolving-1 Committed Amount and the Swing Line LoansMulti-currency Revolving-1 Committed Amount and (after all Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations and Multi-currency LOC Obligations, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)pro rata. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.9(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.19 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), first, ratably (1) first to the L/C Borrowings and the Swing Line outstanding Swingline Loans, second, (2) second to the outstanding Revolving Loans, and, third, Loans and (3) third to Cash Collateralize the remaining L/C LOC Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii),(iii) and (vi), (1) first to the Term Loan (ratably to the Term B remaining amortization payments thereof), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third to the principal amortization payments scheduled Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to be made a cash collateral account in direct order respect of maturity)LOC Obligations; and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.7(b)(iv) and (ivv), (1) first ratably to the Term Loans Loan (initiallyto be applied to installments in inverse order of maturity), (2) second to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 Swingline Loans (without a commitment simultaneous corresponding reduction thereunderof the Swingline Committed Amount), (3) third to the Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.15 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), first, ratably first to the L/C Borrowings and the Swing Line outstanding Swingline Loans, second, second to the outstanding Revolving Loans, and, third, Loans and third to Cash Collateralize the remaining L/C Obligations; LOC Obligations and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the Term B remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the principal amortization payments scheduled to Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in direct order the case of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv2.7(b)(v), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to shall be made with a simultaneous corresponding reduction in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder)Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied first applied, first, to Alternate Base Rate Loans and then second, to Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.15 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.06(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C CHAR1\1976173v4 Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event), and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentprepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied: (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining installments of the Term Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (ii) in the case of Section 2.8(d), first, to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3. All prepayments pursuant to this Section 2.06(b2.12(b) shall that are to be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate pro rata between the Initial Term Loans, the First Amendment Incremental Term Loans, the Second Amendment Incremental Term Loans, the Third Amendment Incremental Term Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentDelayed-Draw Term Loans.

Application of Mandatory Prepayments. All amounts ------------------------------------ required to be paid pursuant to this Section 2.06(b2.8(b)(i)-(v) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.8(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, (after all Revolving Loans have been repaid) to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.8(b)(ii) through (v), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C1) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably pro rata --- ---- to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis ratably to the remaining principal amortization payments of the applicable Term Loan), second, ratably installments thereof) and (2) second to the L/C Borrowings Revolving Loans and the Swing Line Loans, third, (after all Revolving Loans have been repaid) to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)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 Eurocurrency LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.8(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.18 and shall be accompanied by interest on the principal amount prepaid through to the date of prepayment. and (c) delete clause (c) thereof in its entirety.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i3.3(b)(i)(A), first, ratably pro rata to the L/C Borrowings Revolving Loans and the Swing Line LoansLoans and (after all Revolving Loans and Swing Line Loans have been repaid) to cash collateral account in respect of LOC Obligations, 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 Section 2.06(b)(iii)3.3(b)(i)(B) to a cash collateral account in respect of LOC Obligations, ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiSection 3.3(b)(ii), first to the Term Loan (to the remaining Principal Amortization 111 Payments in inverse order of maturities thereof), and after the Term Loan is paid in full to the Revolving Loans and Swing Line Loans (with, if an Event of Default has occurred, a corresponding reduction in the Revolving Committed Amount) and (ivD) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), first ratably (iv) or (v), to the Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments Principal Amortization Payments in inverse order of the applicable Term Loan), 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 (without a commitment reduction thereundermaturities thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b3.3(b) shall be subject to Section 3.053.12, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. (e) Section 7.1(g) is modified in its entirety to read as follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b3.3(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i3.3(b)(i)(A), first, ratably to Revolving Loans and Swingline Loans (without any reduction in the L/C Borrowings Revolving Committed Amount) and the Swing Line Loans, second, to the outstanding (after all Revolving Loans, and, third, Loans and Swingline Loans have been repaid) to Cash Collateralize the remaining L/C LOC Obligations; , (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii3.3(b)(i)(B), ratably to Cash Collateralize the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and LOC Obligations and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and Section 3.3(b)(ii), (iii), (iv) or (v), first to the Tranche B Loan, ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan)Principal Amortization Payments, second, ratably to the L/C LOC Borrowings and the Swing Line LoansSwingline Loans (without any reduction in the Swingline Committed Amount), and third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations Loans (without a commitment any reduction thereunderin the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Eurodollar Loans subject to Section 3.3(b)(vii) in direct order of Interest Period maturities. All prepayments under this Section 2.06(b3.3(b) shall be subject to Section 3.053.12, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and all Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturityiii); and , (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiv) and (ivv), first ratably pro rata to the Tranche B Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments in inverse order of maturity) and to the applicable Term LoanRevolving Loans and Swing Line Loans (with no corresponding reduction in the Aggregate Revolving Commitments; provided, however, that if the Aggregate Revolving Commitments are greater than $150,000,000 at the time of such prepayment, amounts prepaid pursuant to Section 2.05(b)(ii), second, ratably shall reduce the Aggregate Revolving Commitments to the L/C Borrowings extent of such excess) and the then (after all Tranche B Term Loans, Revolving Loans and all Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (but without a commitment any reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), 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; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to Cash Collateralize the Term B Loans (to the principal amortization payments scheduled to be made in direct order Acquisition Facility Letter of maturity)Credit; and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (ivSection 2.05(b)(iii), first first, to Cash Collateralize the Acquisition Facility Letter of Credit (if any), second to the outstanding Acquisition Facility Loans (to be applied at the election of the Company (and if no such election is received, ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made remaining Principal Amortization Payments set forth in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term LoanSection 2.07 below)), secondthird, ratably to the L/C Borrowings (with respect to the Revolving Commitment) and the Swing Line Loans, thirdfourth, to the outstanding Revolving Loans, and fourthand, fifth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunderwith respect to the Revolving Commitment). ; and Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and all Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii2.05(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturityiii); and , (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiv) and (ivv), first ratably pro rata to the Tranche B Term Loans Loan (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments in inverse order of maturity) and to the applicable Term LoanRevolving Loans and Swing Line Loans (with no corresponding reduction in the Aggregate Revolving Commitments; provided, however, that if the Aggregate Revolving Commitments are greater than $150,000,000 at the time of such prepayment, amounts prepaid pursuant to Section 2.05(b)(ii), second(iii), ratably (iv) and (v), shall reduce the Aggregate Revolving Commitments to the L/C Borrowings extent of such excess) and the then (after all Tranche B Term Loans, Revolving Loans and all Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, Loans have been repaid) to Cash Collateralize the remaining L/C Obligations (but without a commitment any reduction thereunderin the Aggregate Revolving Commitments). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations;; and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.06(b)(ii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiiii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and Canadian Prime Rate Loans and then to Eurocurrency Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event), and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentprepayment and any additional amounts required pursuant to Section 2.06(a)(iii) (solely to the extent such prepayment constitutes a Repricing Event).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.05(b)(i), first, ratably to the L/C Borrowings Revolving Loans and the Swing Line Loans, second, to the outstanding Loans and (after all Revolving Loans, and, third, Loans and Swing Line Loans have been repaid) to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.05(b)(ii), (iii), and (iv) first to the Term Loan (ratably to the Term B Loans (to the remaining principal amortization payments scheduled of the Term Loan), then (after the Term Loan has been paid in full) to be made 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 direct order of maturitythe Aggregate Revolving Commitments); and; (C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii2.05(b)(ii), (iii) and (iv), first ratably after the application of proceeds pursuant to subclauses (A) and (B) above, the Term Loans (initiallybalance, if any, to the first eight principal amortization payments scheduled to be made in direct order of maturity andLoan Parties, thereafter, on a pro rata basis to as directed by the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder)Borrower. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.7(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving LoansLoans and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.8(b)(ii) through (v), ratably (1) first, to the Term B Loans (to the principal Loan amortization payments set forth in Section 2.2(b) that are scheduled to be made occur in the following 12 months in direct order of maturity); and , (C2) second, to the remaining Term Loan amortization payments set forth in Section 2.2(b) in inverse order of maturity until paid in full and (3) third, to the Revolving Loans with a corresponding permanent pro rata reduction (other than with respect to all amounts prepaid pursuant to Sections 2.06(b)(iiSection 2.7(b)(v)) of the Revolving Commitments and (iv), first ratably after all Revolving Loans have been repaid) to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made a cash collateral account in direct order respect of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder)LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurocurrency 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 Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.06(b2.7(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.17 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. (i) All amounts required to be paid received pursuant to this Section 2.06(bparagraph (g) shall be applied as followsin the following order: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding principal balance of the Revolving LoansTerm Loan T01 Facility, the Revolving Term Loan T06 Facility and the Revolving Letter of Credit Facility, to be applied pro rata in inverse order of their maturities, and, thirdif the amount so prepaid exceeds $15,000,000, to Cash Collateralize the remaining L/C ObligationsCommitment Amount for each such Facility shall be permanently reduced on a pro rata basis by the amount prepaid; (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii)second, ratably to the Term B Loans (to the principal amortization payments scheduled balance of the Revolving Credit Facility; (C) third, to fund a cash collateral account equal to the Letter of Credit Exposure, which cash collateral account will be made in direct order held by the Administrative Agent (or its designee), without interest, as a pledged cash collateral account and promptly applied to reimbursement of maturity)all drafts submitted under outstanding Letters of Credit; (D) fourth, to accrued but unpaid interest on the Facilities; and (CE) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initiallyfifth, to any remaining Obligations, in such order as the first eight Required Lenders may in their sole discretion designate. (ii) Unless otherwise provided in this Agreement or the other Loan Documents, payments from the Borrower of principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), 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 (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments within any category above shall be applied first to the principal of Base Rate Loans, then to the principal of Quoted Rate Loans, and then to the principal of LIBOR Loans (and, among such Quoted Rate Loans and then LIBOR Loans, first to Eurocurrency Rate Loans in direct order of those with the earliest expiring Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentPeriods).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.06(b2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i2.7(b)(i), (1) first, ratably to the L/C Borrowings and the Swing Line Swingline Loans, (2) second, to the outstanding Revolving Loans, and, thirdLoans and (3) third (after all Revolving Loans have been repaid), to Cash Collateralize the remaining L/C a cash collateral account in respect of LOC Obligations; , and (B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iiiSections 2.7(b)(ii) through (v), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and (C1) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initiallyfirst, to the first eight principal remaining Term Loan amortization payments scheduled to be made set forth in direct order of maturity and, thereafter, Section 2.2(b) on a pro rata basis basis, (2) second to the remaining principal amortization payments of Swingline Loans (with a corresponding reduction in the applicable Term LoanRevolving Committed Amount), second, ratably to the L/C Borrowings and the Swing Line Loans, (3) third, to the outstanding Revolving Loans, Loans (with a corresponding reduction in the Revolving Committed Amount) and fourth(4) fourth (after all Revolving Loans have been repaid), to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder)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 Eurocurrency 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 Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.06(b2.7(b) shall be subject to Section 3.05, but otherwise without premium or penalty 2.17 and shall be accompanied by include interest on the principal amount prepaid through the date of prepayment.