Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. Subject to Section 5.2(f), each prepayment of Loans required by Section 5.2(a), (b) or (c) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, such prepayment will be applied to each prepayment Class of Loans required by Section 5.2(a), (b) or (c) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced DebtIndebtedness, and and (ii) any such prepayment will be applied to the succeeding installments of each applicable Class of Incremental Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may specify that one use a portion of the amounts required to be paid pursuant to Sections 2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), each prepayment of Loans any amount required by Section 5.2(ato be paid pursuant to Sections 2.14(a), (b2.14(b) or 2.14(c) will be applied as follows: (ci) shall be allocated pro rata among the Initial except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment with respect to such applicable Refinancing Term Loans, the Extended Term Loans or Incremental Term Loans, the Extended Loans and the Refinancing Loans (and allocated as applicable, such prepayment will be applied to the Lenders each Class of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced Debt, and Indebtedness; and (ii) any such prepayment will be applied to the next eight (8) installments of each applicable Class of Incremental Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may specify that one use a portion of the amounts required to be paid pursuant to Sections 2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each (A) Each prepayment of Loans required by pursuant to the foregoing provisions of this Section 5.2(a), (b) or (c2.05(b) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated applied to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided Revolving Credit Facility; provided, that (i1) any prepayment resulting from the Disposition of Loans with any Equipment shall only be applied to the Term A Loan Facility in the inverse order of maturity until paid in full (without, for the avoidance of doubt, any requirement that the excess be applied to the Revolving Credit Facility), and (2) any prepayment resulting from the Disposition of any Real Estate (other than WJS Net Proceeds of Credit Agreement Refinancing Indebtedness Proceeds, which shall be applied solely to each applicable Class of Refinanced Debt, and (iithe Revolving Credit Facility) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans first to the scheduled installments Term B Loan Facility in the inverse order of unpaid Repayment Amounts due maturity until paid in respect full and, thereafter, applied to the Revolving Credit Facility. All prepayments of such the Revolving Credit Facility shall be in the manner set forth in clause (B) of this Section 2.05(b)(vi). No prepayment of the Loans pursuant to the foregoing provisions of Section 2.05(b) shall be a permanent reduction of the Revolving Credit Commitment or the Letter of Credit Sublimit. (B) Except as otherwise provided in this Agreement, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the payments due under Section 2.14 on outstanding Revolving Loans, third, shall be used to Cash Collateralize the applicable Repayment Dates and remaining L/C Obligations in the final repayment on the applicable Maturity DateMinimum Collateral Amount and, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunderfourth, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Classamount remaining, if any, from which after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such Extended Loans were converted time and (ii) if permitted the Cash Collateralization of the remaining L/C Obligations in the Minimum Collateral Amount may be retained by the applicable Refinancing Amendment, if Borrowers for use in the ordinary course of Borrowers' business. Upon the drawing of any Class Letter of Refinancing Loans have Credit that has been established hereunderCash Collateralized, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which funds held as Cash Collateral shall include a calculation of the amount of such prepayment to be applied (without any further action by or notice to each Class of Loans requesting that or from the Administrative Agent provide notice of such prepayment Borrowers or any other Loan Party) to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicablereimburse Agent.

Application of Mandatory Prepayments. Subject to Section 5.2(fSections 2.12(d) and 2.12(f), each prepayment of Loans any amount required by Section 5.2(a), (bto be paid pursuant to Sections 2.11(a) or (cthrough 2.11(d) shall be allocated applied to prepay the Term Loans, and the Permitted Pari Passu Indebtedness pro rata among (determined on the Initial Loans, basis of the Incremental Loans, aggregate outstanding principal amount of the Extended Closing Date Term Loans and Permitted Pari Passu Indebtedness at such time (in accordance with the Refinancing Loans (and respective outstanding principal amounts thereof); provided that the portion of such prepayment allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Permitted Pari Passu Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and not exceed (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans but may be prepaid prior less than) the amount required to be allocated to such Class of Incremental Loans), and shall be applied within each Class of Loans Permitted Pari Passu Indebtedness pursuant to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, terms thereof and pursuant to the payments due under Section 2.14 on the applicable Repayment Dates immediately succeeding sentence and the final repayment on the applicable Maturity Dateapplied, in each case as directed by the Borrower; provided that Borrower Representative, to reduce the remaining installments and payments at final maturity thereof. Net Cash Proceeds applied to prepay or repurchase Permitted Pari Passu Indebtedness (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders extent the terms of such Extended Loans Permitted Pari Passu Indebtedness requires the Borrowers to prepay or make an offer to purchase such Indebtedness with such Net Cash Proceeds), shall not exceed the Loans product of the Existing Class, if any, from which such Extended Loans were converted and (iix) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such Net Cash Proceeds multiplied by (y) a fraction (A) the numerator of which is the outstanding principal amount of such Permitted Pari Passu Indebtedness and (B) the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Indebtedness plus the outstanding principal amount of all other Term Loans. Absent any direction from the Borrower Representative, any prepayment pursuant to Sections 2.11(a) through 2.11(d) shall be applied to each Class the next eight (8) installments under the Closing Date Term Loans in direct order of maturity and then pro rata to the remaining installments of the Closing Date Term Loans requesting that (including any Incremental Term Loans) in accordance with the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicablerespective outstanding principal amounts thereof.

Application of Mandatory Prepayments. Subject Any mandatory prepayment of Borrowings pursuant to Section 5.2(f2.14 shall (i) be allocated among the Classes of Borrowings on a pro rata basis (in accordance with the aggregate principal amount of outstanding Borrowings of each such Class), each provided that (A) the prepayment of Loans required by Borrowings pursuant to Section 5.2(a), (b) or (c2.14(e) shall be allocated pro rata among solely to Tranche B Term Borrowings and (B) the Initial amounts so allocable to Incremental Term Loans, the Incremental Loans, the Extended Term Loans and the or Refinancing Term Loans (and allocated of any Class may be reallocated to the Lenders of such Loans on a pro rata basis) based on other Borrowings as provided in the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Incremental Facility Agreement, Extension Agreement or Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced DebtFacility Agreement, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class reduce the subsequent Installments to be made pursuant to Section 2.12 with respect to Borrowings of Loans requesting that any Class, (x) in the Administrative Agent provide notice case of Tranche B Term Borrowings, first, in direct order of maturity to the next eight Installments with respect to Tranche B Term Borrowings scheduled to be paid following the date such mandatory prepayment is made and, following the application in full to all such Installments, second, on a pro rata basis (in accordance with the principal amounts of such prepayment to each Initial LenderInstallments) and (y) in the case of Borrowings of any other Class, as provided in the applicable Incremental LenderFacility Agreement, Extending Lender Extension Agreement or Refinancing Lender, as applicableFacility Agreement.

Application of Mandatory Prepayments. Subject Any amount required to Section 5.2(fbe paid pursuant to Sections 2.13(a) (Asset Sales), each prepayment of Loans required by Section 5.2(a), 2.13(b) (bInsurance/Condemnation Proceeds) or 2.13(c) (cCertain Payments from Anchor Customers) shall be allocated pro rata among applied as follows: (i) the Initial Loansprincipal of, and accrued but unpaid interest on, the Incremental Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.13(a) (Asset Sales), the Extended Loans and the Refinancing Loans 2.13(b) (and allocated Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any Senior Secured Debt permitted by Section 6.1 (Indebtedness) pursuant to the Lenders terms of the documentation governing such Loans Senior Secured Debt (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis) based basis subject to the Intercreditor Agreement (determined on the applicable remaining Repayment Amounts due thereunder (basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that (ithe portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) any to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and terms hereof; (ii) any Class additional amounts required to be paid Section 2.17(c) (Compensation for Breakage or Non-Commencement of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior Interest Periods); (iii) except for amounts to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans Lender Counterparties pursuant to the Loans of Permitted Hedging Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Existing ClassFinancing Documents; and (iv) if applicable, if anyon a pro rata basis with the payments required under clause (b)(i), from which such Extended Loans were converted and (ii) if permitted and (iii) above, to the Lender Counterparties to the Permitted Hedging Agreements the Hedging Termination Values payable in respect of any Permitted Hedging Agreements to be terminated in connection with such prepayment in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment), which terminated Permitted Hedging Agreements shall be specified by the applicable Refinancing Amendment, if any Class Borrower in the notice of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if anyprepayment; provided, that any Hedging Termination Value that is not due at such Refinancing Loans partially refinanced. With respect to each such prepayment, time in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment) shall be retained in the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing LenderRevenue Account, as applicable, and applied at the time required as set forth in such Section. Payments of principal of the Loans will be applied in inverse order of maturity.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (A) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, such prepayment will be applied to each prepayment Class of Loans required by Section 5.2(a), (b) or (c) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced DebtIndebtedness, and and (iiB) any such prepayment will be applied to the succeeding installments of each applicable Class of Incremental Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may specify that one use a portion of the amounts required to be paid pursuant to Sections 2.14(a), 2.14(b) and 2.14(d) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. Subject Any amount required to be paid pursuant to Section 5.2(f), each prepayment of Loans required by 2.11(a) through Section 5.2(a), (b) or (c2.11(d) shall be allocated pro rata among applied to prepay the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis as among the applicable remaining Repayment Amounts due thereunder various Classes thereof (provided that in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) firstly, to reduce the next eight scheduled remaining installments of principal in direct order of maturity and (ii) secondly, on a pro rata basis to reduce the scheduled remaining installments of principal; provided that any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans may be prepaid on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Loans; provided further that, if at the time of any required prepayment of the Term Loans pursuant to Section 2.11(a), Section 2.11(b) or Section 2.11(d), the US Borrower has outstanding any Permitted Pari Passu Refinancing Debt that, by its terms, requires the US Borrower to offer to the holders thereof to repurchase or prepay such Permitted Pari Passu Refinancing Debt with the Net Cash Proceeds or Excess Cash Flow that would otherwise be required to so prepay the Term Loans (such Permitted Pari Passu Refinancing Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of Credit Agreement Refinancing the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.11(a) or Section 2.11(b) as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, any amount required to be paid pursuant to the last sentence of Section 2.11(c) shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of prepay the outstanding Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Tranche A-1 Term Loans, if any, that and applied within such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation Class as set forth in clauses (i) and (ii) of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicablethis Section 2.12(b).

Application of Mandatory Prepayments. Subject Each prepayment pursuant to Section 5.2(f), each prepayment of Loans required by Section 5.2(a2.04(c)(iii), (biv) or and (cv) shall be applied, first, to the outstanding Term Loans (and shall be allocated pro rata among to the Initial Loans, the Incremental Loans, the Extended Term Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Term Loans, if any, that such Refinancing Loans partially refinanced. With respect on a pro rata basis based upon the then outstanding principal amounts thereof) in inverse order of maturity and, second, to each such prepaymentthe outstanding Revolving Credit Loans, Swingline Loans, LC Borrowings and LC Obligations as follows: first, shall be applied to the LC Borrowings, second, shall be applied to Swingline Loans, third, shall be applied ratably to the outstanding Revolving Credit Loans, and, fourth, shall be used to Cash Collateralize the remaining LC Obligations; and, the Borrower willamount remaining, not later than if any, after the date on which prepayment in full of all LC Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such prepayments are required time and the Cash Collateralization of the remaining LC Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "Reduction Amount") may be retained by the Borrowers for use in the ordinary course of their business, and the Maximum Revolving Credit Loan Commitment shall be automatically and permanently reduced by the Reduction Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to be madeor from the Borrowers or any other Loan Party or Alon USA) to reimburse the LC Issuer or the applicable Lenders, give as applicable. After giving effect to any reduction of the Administrative Agent written notice which shall include a calculation Revolving Credit Loan Commitments, if the Letter of Credit Sublimit exceeds the amount of the Maximum Revolving Credit Loan Commitment or if the Swingline Sublimit exceeds the amount of the Maximum Revolving Credit Loan Commitment less the sum of all Letters of Credit issued, such prepayment to sublimit shall automatically be applied to each Class of Loans requesting that the Administrative Agent provide notice of reduced by such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableexcess.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 5.2(f)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, each prepayment of first to Swing Line Loans, second to Revolving Loans required and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the Borrower pursuant to Section 5.2(a2.09(c)(ii), (biii) or (c) iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall be allocated not provide for better than pro rata among the Initial treatment for such Other Term Loans or Incremental Term Loans, the Incremental as applicable, with respect of each other Class of Term Loans, the Extended Incremental Term Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Other Term Loans), and shall be applied within each Class of Loans ratably to the scheduled installments remaining Principal Amortization Payments; provided that, in the case of unpaid Repayment Amounts due Section 2.09(c)(iii), at the Borrower’s option, the Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such LoansAsset Disposition, to Casualty or Condemnation is required under the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateterms of such other Indebtedness, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunderwhich case, the Borrower may, in its sole discretion, allocate any amount of prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give made with respect to such Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the Administrative Agent written notice which shall include a calculation amount equal to the product of (x) the amount of such prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be applied prepaid pursuant to each Class Section 2.09(c)(iii) and the denominator of Loans requesting that which is the Administrative Agent provide notice sum of the outstanding principal amount of such prepayment outstanding Indebtedness incurred pursuant to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableSection 7.01(s) and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. Subject ​ A. Amounts paid under the preceding subsection (b)(i) and any amounts required to Section 5.2(f), each prepayment be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Loans required by Section 5.2(a), Credit Liabilities pursuant to the following clause (b) or (cB) shall be allocated applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata among the Initial Loansin accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the Incremental Loansremainder, if any, shall be deposited into the Extended Loans Letter of Credit Collateral Account for application to any Reimbursement Obligations. ​ B. Amounts paid under the preceding subsections (b)(ii) and the Refinancing Loans (and allocated to the Lenders of such Loans iii) shall be applied on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that basis to (i) any prepayment of prepay the Term Loans, the Revolving Loans with and, Swingline Loans and Reimbursement Obligations and Cash Collateralize the Net Proceeds other Letter of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) any Class prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of Incremental the outstanding principal amount of the Loans may specify that one or more other Classes on such date plus the Letter of Loans Credit Liabilities on such date, by (2) the sum of clause (1) and Incremental Loans may the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be prepaid prior applied, first, as follows: (i) 25% of all amounts so paid to such Class of Incremental Loans), and the Obligations shall be applied within each Class of to prepay the Revolving Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loansand, Swingline Loans and Reimbursement Obligations and, to the payments due under Section 2.14 extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that a pro rata basisshall be payable to (ior retained by) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class 75% of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion all amounts so paid to the Loans of Obligations shall be applied to prepay the Class of outstanding Term Loans. on a pro rata basis until paid in full and then such amounts shall be applied to prepay any outstanding Revolving Loans, if anySwingline Loans and Reimbursement Obligations and, that such Refinancing Loans partially refinancedto the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full. With respect ​ C. Notwithstanding the foregoing, any amounts allocable to each such prepayment, the Borrower will, Senior Notes which are not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class the Senior Notes pursuant to the terms of the Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Senior Notes or (ii) held as Unrestricted Cash. ​ D. If the Borrower is required to pay any outstanding LIBOR Loans requesting that by reason of this Section 2.8. prior to the Administrative Agent provide notice end of such prepayment to each Initial Lenderthe applicable Interest Period therefor, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.the Borrower shall pay all amounts due under Section 5.4. ​

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.09(c) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 5.2(f)2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, each prepayment of first to Swing Line Loans, second to Revolving Loans required and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the U.S. Borrower pursuant to Section 5.2(a2.09(c)(ii), (biii) or (c) iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall be allocated not provide for better than pro rata among the Initial treatment for such Other Term Loans or Incremental Term Loans, the Incremental as applicable, with respect of each other Class of Term Loans, the Extended Incremental Term Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Other Term Loans), and shall be applied within each Class of Loans ratably to the scheduled installments remaining Principal Amortization Payments; provided that, in the case of unpaid Repayment Amounts due Section 2.09(c)(iii), at the U.S. Borrower’s option, the U.S. Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such LoansAsset Disposition, to Casualty or Condemnation is required under the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateterms of such other Indebtedness, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunderwhich case, the Borrower may, in its sole discretion, allocate any amount of prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give made with respect to such Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the Administrative Agent written notice which shall include a calculation amount equal to the product of (x) the amount of such prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be applied prepaid pursuant to each Class Section 2.09(c)(iii) and the denominator of Loans requesting that which is the Administrative Agent provide notice sum of the outstanding principal amount of such prepayment outstanding Indebtedness incurred pursuant to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableSection 7.01(s) and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. All amounts required to be prepaid pursuant to clause (iv), (v), (vi), (vii), (viii), (ix) or (x) of this Section 2.13(b) shall be applied as follows: (A) first to the Term Loan, pro rata to the remaining amortization payments set forth in Section 2.13(d), (B) second to outstanding Swing Line Loans, (C) third to outstanding Revolving Loans, and (D) fourth, to any outstanding LC Disbursement, then to the Administrative Agent to cash collateralize the aggregate amount of LC Exposure at such time in the same manner as provided in Section 2.05(j) (and Section 2.05(j) (other than the last sentence thereof) shall apply, mutatis mutandis, to such obligation to cash collateralize). Subject to Section 5.2(f2.05(j), each prepayment of Loans required by Section 5.2(a), (b) or (c) such amounts shall be allocated pro rata among held as security for the Initial Loansreimbursement obligations of the Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, the Incremental Loans, the Extended Loans each L/C Issuer and the Refinancing Loans (Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and allocated which shall provide for monthly remittance to the Lenders Borrower of any interest accrued on such cash collateral amount. All such prepayments of the Term Loans shall be applied on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans basis to the scheduled installments then outstanding Term Loans being prepaid irrespective of unpaid Repayment Amounts due in respect of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by no Lenders exercise the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any right to waive a given mandatory prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing ClassTerm Loans pursuant to Section 2.13(xiii), if anythen, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With with respect to each such mandatory prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that attempts to minimize, but without obligation to minimize, the amount of any breakage payments required to be made by the Borrower pursuant to Article III. All such prepayments of the Revolving Loans shall be applied on a pro rata basis to each Class the then outstanding Revolving Loans being prepaid irrespective of whether such outstanding Revolving Loans requesting are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the Administrative Agent provide notice right to waive a given mandatory prepayment of the Revolving Loans pursuant to Section 2.13(xiii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to each Initial LenderRevolving Loans that are ABR Loans to the full extent thereof before application to Revolving Loans that are Eurodollar Loans in a manner that attempts to minimize, Incremental Lenderbut without obligation to minimize, Extending Lender the amount of any breakage payments required to be made by the Borrower pursuant to Article III. If the outstanding principal amount of Eurodollar Loans made pursuant to a Borrowing is reduced below $1,000,000 as a result of any such repayment or Refinancing Lenderprepayment, as applicablethen all the Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar Loans, be Converted into ABR Loans.

Application of Mandatory Prepayments. Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Applicable Administrative Agent pursuant to Section 5.2(f), each 2.8 or any other prepayment of Loans the Obligations required by to be applied in accordance with this clause (b) shall be applied (i) first (other than in respect of any payment required pursuant to Section 5.2(a2.8(d)), (bA) to repay on a pro rata basis the outstanding principal balance of the Term Loans (with each Tranche of outstanding Term Loans to receive its Term Loan Percentage of the applicable repayment) unless either (x) such prepayment is to be made pursuant to Section 2.8(b)(ii), in which case, such prepayment shall be applied solely to the Tranche of Term Loans to be refinanced with the Net Cash Proceeds from the incurrence of the respective Specified Refinancing Term Loans, or (cy) in the case of any Term Loans incurred after the Closing Date, the Lenders thereof agree to a lesser percentage as provided in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment, as the case may be (and, for the avoidance of doubt, to the extent that such Lenders elect a lesser percentage, remaining amount shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders other Tranches of such Term Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), and (iiB) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the extent applied to any Tranche of Term Loans, to reduce ratably the then remaining scheduled installments of unpaid Repayment Amounts due each such Tranche of Term Loans on a pro rata basis, (ii) second to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (without any reduction in respect the Revolving Credit Commitments) and (iii) third, in the case of such Loansany payment required pursuant to Section 2.8(d) to the extent that the outstanding L/C Obligations for all Letters of Credit exceed either the L/C Sublimit or the aggregate Revolving Credit Commitments, to provide cash collateral to the payments due under extent and in the manner provided in Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date9.3 and, in each case as directed then, any excess shall be retained by the Borrower; provided that provided, however, (ix) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With with respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are up to $100,000,000 of aggregate principal repayments required to be mademade pursuant to Section 2.8(c) in connection with any Designated Sales, give such principal prepayments may, at the Administrative Agent Borrower’s option (and as the Borrower chooses to allocate with respect to any Designated Sale or Sales in its discretion) and upon written notice which shall include a calculation to the Applicable Administrative Agent, first be applied toward the repayment of the amount outstanding principal balance of such prepayment any Revolving Loans and Swing Loans (without any reduction in the Revolving Credit Commitments) and (y) with respect to the remaining principal repayments required to be made pursuant to Section 2.8(c) in connection with any Designated Sales (including, for the avoidance of doubt, any amounts not elected to be applied toward the Revolving Loans and Swing Loans pursuant to each Class of Loans requesting that the Administrative Agent provide notice of preceding clause (x)), such prepayment principal prepayments shall be applied as provided above in this Section 2.12(b) without regard to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicablethis proviso.

Application of Mandatory Prepayments. Subject to Section 5.2(f5.2(h), each prepayment of Loans required by Section 5.2(a), (b), (d) or (ce) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), each prepayment of Loans any amount required by Section 5.2(a)to be paid pursuant to Sections 2.14(a) through 2.14(c) will be applied as follows: (i) except as set forth in any Refinancing Amendment, (b) Extension Amendment or (c) shall be allocated pro rata among the Initial Incremental Amendment with respect to such applicable Refinancing Term Loans, the Extended Term Loans or Incremental Term Loans, the Extended Loans and the Refinancing Loans (and allocated as applicable, such prepayment will be applied to the Lenders each Class of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced DebtIndebtedness, and and (ii) any such prepayment will be applied to the next eight (8) installments of each applicable Class of Incremental Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may specify that one use a portion of the amounts required to be paid pursuant to Sections 2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this(vi) Section 2.7(b) shall be applied as follows: with respect to all amounts prepaid pursuant to Section 5.2(f2.7(b)(i), each prepayment first to the(A) principal amount of outstanding Revolving Loans required (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (2) second with respect to any Letters of Credit then outstanding, to Cash Collateralize the LOC Obligations; and with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v),(B) ratably to the Term Loans and Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (to be applied to installments in inverse order of maturity, unless otherwise directed by the Borrower); provided that the lenders under any Incremental Term Loan may elect, as of the time of incurrence thereof, to receive less than their pro rata share thereof; provided, further, that in the case of mandatory prepayments pursuant to Section 5.2(a2.7(b)(ii), (biii) or (cv) shall be allocated pro rata among the Initial Loansabove, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders a ratable portion of such Loans mandatory prepayment may be applied to redeem, prepay or offer to purchase any permitted first lien Indebtedness secured on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans pari passu lien basis with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Loan Facility (collectively, “Additional First Lien Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans”), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by if required under the Borrower; provided that (i) if permitted by terms of the applicable Extension Amendmentdocuments governing such Additional First Lien Debt. Within the parameters of the applications set forth above, if any Class prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR RateAdjusted Term SOFR Loans in direct order of Extended Loans has been established hereunderInterest Period maturities. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, the Borrower maybut otherwise without premium or penalty. Mandatory prepayments in Section 2.7(b)(ii), in its sole discretion, allocate any prepayment that would otherwise (iii) and (v) above shall be paid subject to limitations to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are extent required to be mademade from cash at non-U.S. Restricted Subsidiaries, give the Administrative Agent written notice repatriation of which shall include a calculation after use of commercially reasonable efforts would result in material adverse tax consequences to the amount Borrower, or any of such prepayment to its direct or indirect Subsidiaries (as reasonably determined by the Borrower in good faith) or would be applied to each Class prohibited or restricted by applicable law (including repatriation of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableany cash).

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f2.8(b)(i), each prepayment to the Revolving Loans and then (after all Revolving Loans have been repaid) to a Cash collateral account in respect of Loans required by Section 5.2(aLOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (b1) or first, pro rata to the Term Loan (cratably to the remaining amortization payments relating thereto) and (2) second, to the Revolving Loans without a corresponding reduction in the Revolving Commitments and (after all Revolving Loans have been repaid) to the Collateral Account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be allocated pro rata among subject to Section 2.18 and be accompanied by interest on the Initial Loansprincipal amount prepaid through the date of prepayment. In the event any amount required to be paid pursuant to this Section 2.8(b) is required to be applied to repay any LIBOR Rate Loan on any day other than the last day of the applicable Interest Period, so long as no Default or Event of Default has occurred and is continuing, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated Borrower may request that such repayment amounts not be applied to the Lenders of applicable LIBOR Rate Loan immediately, but rather be deposited in the Collateral Account. The Administrative Agent shall apply all such Loans on a pro rata basis) based on deposited amounts to repay the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental LIBOR Rate Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by of the last day of their respective Interest Periods (or, at the direction of the Borrower; provided that (i, at any earlier date) if permitted by until the applicable Extension Amendment, if any Class allocable amounts held in the Collateral Account for payment of Extended such LIBOR Rate Loans has have been established hereunderexhausted. Upon the occurrence of a Default or an Event of Default, the Borrower Administrative Agent may, in its sole discretion, allocate any prepayment that would otherwise be paid to immediately apply all amounts held in the Lenders Collateral Account for payment of such Extended LIBOR Rate Loans to the Loans satisfy any of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableObligations.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f), each prepayment of Loans required by Section 5.2(a2.7(b)(i), (b1) or (c) shall be allocated pro rata among first to the Initial outstanding Swingline Loans, (2) second to the Incremental Loans, the Extended outstanding Revolving Loans and (3) third to Cash Collateralize the Refinancing Loans LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) and allocated (b)(iii), to the Lenders Term Loans of such Loans each Class on a pro rata basis) basis based on the applicable respective principal amounts thereof (in each case, as to any Class of Term Loans, to the remaining Repayment Amounts due thereunder (amortization payments thereof in direct order of maturity). Within the parameters of the applications set forth above, prepayments of any Class of Term Loans shall be applied first to ABR Loans and then to Term Benchmark Loans; provided that (i) if, at the time that any such prepayment of Loans would be required hereunder, the Lead Borrower or any Restricted Subsidiary is required to offer to repurchase or prepay any other Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds of such prepayment event (such Indebtedness (or Credit Agreement Refinancing Indebtedness shall in respect thereof) required to be applied solely offered to each applicable Class be repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds on a pro rata basis to the prepayment of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of the Term Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments repurchase or prepayment of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 Other Applicable Indebtedness (determined on the applicable Repayment Dates basis of the aggregate outstanding principal amount of the Term Loans and the final repayment on the applicable Maturity Date, in each case as directed by the BorrowerOther Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that (i) if permitted by the applicable Extension Amendment, if any Class portion of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid such Net Cash Proceeds allocated to the Lenders Other Applicable Indebtedness shall not exceed the amount of such Extended Loans Net Cash Proceeds required to be allocated to the Loans of Other Applicable Indebtedness pursuant to the Existing Classterms thereof, and the remaining amount, if any, from which of such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion Net Cash Proceeds shall be allocated to the Term Loans of in accordance with the Class of Loansterms hereof), if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.7(b) shall be reduced on a dollar-for-dollar basis accordingly; provided further that, to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment to Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to each Class prepay the Term Loans in accordance with the terms hereof. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lenderprepayment, Incremental Lender, Extending Lender but otherwise without premium or Refinancing Lender, as applicablepenalty.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), each prepayment of Loans any amount required by Section 5.2(ato be paid pursuant to Sections 2.14(a), (b2.14(b) or 2.14(c) will be applied as follows: (ci) shall be allocated pro rata among the Initial except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment with respect to such applicable Refinancing Term Loans, the Extended Term Loans or Incremental Term Loans, the Extended Loans and the Refinancing Loans (and allocated as applicable, such prepayment will be applied to the Lenders each Class of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced DebtIndebtedness, and provided further that prior to the Oyster Debt Assumption, no portion of such Net Cash Proceeds shall be applied to the Term A-1 Loans; and (ii) any such prepayment will be applied to the next eight (8) installments of each applicable Class of Incremental Term Loans in direct order of maturity, with the balance, if any, applied to the amount due at maturity. 148797484_8155722702_14 Notwithstanding anything to the contrary in any Credit Document, the Borrower may specify that one use a portion of the amounts required to be paid pursuant to Sections 2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. Subject A. Amounts paid under the preceding subsection (b)(i) and any amounts required to Section 5.2(f), each prepayment be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Loans required by Section 5.2(a), Credit Liabilities pursuant to the following clause (b) or (cB) shall be allocated applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata among in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the Initial remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. ​ B. Amounts paid under the preceding subsections (b)(ii) and (iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, the Incremental Revolving Loans, the Extended Swingline Loans and Reimbursement Obligations and Cash Collateralize the Refinancing Loans other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and allocated (ii) prepay the Senior Notes. Such pro rata amount allocable to the Lenders Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be applied as follows: (i) 25% of all amounts so paid to the Obligations shall be applied to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) 75% of all amounts so paid to the Obligations shall be applied to prepay the outstanding Term Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness basis until paid in full and then such amounts shall be applied solely to each applicable Class of Refinanced Debtprepay any outstanding Revolving Loans, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Swingline Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such LoansReimbursement Obligations and, to the payments due under Section 2.14 on extent the applicable Repayment Dates and other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the final repayment on other Letter of Credit Liabilities (without a permanent reduction in the applicable Maturity DateRevolving Commitments) until paid in full. ​ C. Notwithstanding the foregoing, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid amounts allocable to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from Senior Notes which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, are not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class the Senior Notes pursuant to the terms of the Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Senior Notes or (ii) held as Unrestricted Cash. ​ D. If the Borrower is required to pay any outstanding LIBOR Loans requesting that by reason of this Section 2.8. prior to the Administrative Agent provide notice end of such prepayment to each Initial Lenderthe applicable Interest Period therefor, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.the Borrower shall pay all amounts due under Section 5.4. ​

Application of Mandatory Prepayments. Subject Any amount required to Section 5.2(fbe paid pursuant to Sections 2.13(a) (Asset Sales), each prepayment of Loans required by Section 5.2(a), 2.13(b) (bInsurance/Condemnation Proceeds) or 2.13(c) (cCertain Payments from Anchor Customers) shall be allocated pro rata among applied as follows: (i) the Initial Loansprincipal of, and accrued but unpaid interest on, the Incremental Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.13(a) (Asset Sales), the Extended Loans and the Refinancing Loans 2.13(b) (and allocated Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any First Lien Obligations permitted by Section 6.1 (Indebtedness) pursuant to the Lenders terms of the documentation governing such Loans First Lien Obligations (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis) based basis subject to the Intercreditor Agreement (determined on the applicable remaining Repayment Amounts due thereunder (basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that (ithe portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) any to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and terms hereof; (ii) any Class additional amounts required to be paid Section 2.17(c) (Compensation for Breakage or Non-Commencement of Incremental Interest Periods); and (iii) any other Obligations due in connection with any prepayment under the Financing Documents. Payments of principal of the Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall will be applied within each Class of Loans to the in pro rata against all remaining scheduled installments of unpaid Repayment Amounts due principal repayments in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each 9.03 and the Secured Note Intercreditor Agreement: (i) Each prepayment of Loans required by pursuant to the provisions of Section 5.2(a), 2.06(b) (b) or (cother than prepayments from any Disposition of assets of the type included in the Borrowing Base) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated applied to the Lenders of such Loans on a pro rata basis) based on Revolving Credit Facility in the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and manner set forth in clause (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior below. Subject to Section 2.17, such Class of Incremental Loans), and prepayments shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders in accordance with their respective Applicable Percentage in respect of such Extended Loans the relevant Facilities. Notwithstanding the foregoing, any prepayment hereunder arising from a Disposition of assets of the type then included in the Borrowing Base shall be applied to repay Revolving Credit Facility in accordance with clause (ii) below. (ii) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to Section 2.06(b), first, shall be applied ratably to the Letter of Credit Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without any corresponding reduction of the Existing ClassAggregate Revolving Credit Commitments), third, shall be used to Cash Collateralize the remaining Letter of Credit Obligations in the Minimum Collateral Amount and, fourth, the amount remaining, if any, from which such Extended Loans were converted after the prepayment in full of all outstanding Obligations (other than Credit Product Obligations) and (ii) if permitted the Cash Collateralization of the remaining Letter of Credit Obligations in the Minimum Collateral Amount may be retained by the applicable Refinancing Amendment, if Borrowers for use in the ordinary course of Borrowers’ business. Upon the drawing of any Class Letter of Refinancing Loans have Credit that has been established hereunderCash Collateralized, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which funds held as Cash Collateral shall include a calculation of the amount of such prepayment to be applied (without any further action by or notice to each Class or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Loans requesting that Credit Issuer or the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing LenderRevolving Credit Lenders, as applicable.

Application of Mandatory Prepayments. Subject Any amount required to Section 5.2(fbe paid pursuant to Sections 2.13(a) (Asset Sales), each prepayment of Loans required by Section 5.2(a), 2.13(b) (bInsurance/Condemnation Proceeds) or 2.13(c) (cCertain Payments from Anchor Customers) shall be allocated pro rata among applied as follows: (i) the Initial Loansprincipal of, and accrued but unpaid interest on, the Incremental Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.13(a) (Asset Sales), the Extended Loans and the Refinancing Loans 2.13(b) (and allocated Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), Borrower is required to offer to repay, prepay or repurchase any Senior Secured Debt permitted by Section 6.1 (Indebtedness) pursuant to the Lenders terms of the documentation governing such Loans Senior Secured Debt (subject to any applicable thresholds or carve-outs set forth therein) with any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or TUA Buy-Down Proceeds, as applicable, on a pro rata basis) based basis subject to the Intercreditor Agreement (determined on the applicable remaining Repayment Amounts due thereunder (basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that (ithe portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) any to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.13(a) (Asset Sales), 2.13(b) (Insurance/Condemnation Proceeds) or 2.13(c) (Certain Payments from Anchor Customers), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and terms hereof; (ii) any Class additional amounts required to be paid Section 2.17(c) (Compensation for Breakage or Non-Commencement of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior Interest (iii) except for amounts to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans Lender Counterparties pursuant to the Loans of Permitted Hedging Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Existing ClassFinancing Documents; and (iv) if applicable, if anyon a pro rata basis with the payments required under clause (b)(i), from which such Extended Loans were converted and (ii) if permitted and (iii) above, to the Lender Counterparties to the Permitted Hedging Agreements the Hedging Termination Values payable in respect of any Permitted Hedging Agreements to be terminated in connection with such prepayment in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment), which terminated Permitted Hedging Agreements shall be specified by the applicable Refinancing Amendment, if any Class Borrower in the notice of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if anyprepayment; provided, that any Hedging Termination Value that is not due at such Refinancing Loans partially refinanced. With respect to each such prepayment, time in accordance with 2.14(c) (Termination of Permitted Hedging Agreements in Connection with Any Prepayment) shall be retained in the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing LenderRevenue Account, as applicable, and applied at the time required as set forth in such Section. Payments of principal of the Loans will be applied in inverse order of maturity.

Application of Mandatory Prepayments. Subject Any amount required to be paid pursuant to Section 5.2(f), each prepayment of Loans required by 2.11(a) through Section 5.2(a), (b) or (c2.11(d) shall be allocated pro rata among applied to prepay the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis as among the applicable remaining Repayment Amounts due thereunder various Classes thereof (provided that in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) any prepayment firstly, to reduce the next eight scheduled remaining installments of Loans with the Net Proceeds principal in direct order of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, maturity and (ii) secondly, on a pro rata basis to reduce the scheduled remaining installments of principal; provided that any Class of Incremental Term Loans, Extended Term Loans may specify that one or more other Classes of Loans and Incremental Refinancing Term Loans may be prepaid prior on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Class Loans; provided further that, if at the time of Incremental Loansany required prepayment of the Term Loans pursuant to Section 2.11(a), and shall be applied within each Class of Loans Section 2.11(b) or Section 2.11(d), the US Borrower has outstanding any Permitted Pari Passu Refinancing Debt that, by its terms, requires the US Borrower to offer to the scheduled installments of unpaid Repayment Amounts due in respect of holders thereof to repurchase or prepay such Loans, to Permitted Pari Passu Refinancing Debt with the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment Net Cash Proceeds or Excess Cash Flow that would otherwise be paid required to so prepay the Term Loans (such Permitted Pari Passu Refinancing Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Lenders of such Extended Loans Other Applicable Indebtedness pursuant to the Loans of terms thereof, and the Existing Classremaining amount, if any, from which of such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Class Term Loans and to the repurchase or prepayment of LoansOther Applicable Indebtedness, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.11(a) or Section 2.11(b) as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such prepayment to Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to each Class of prepay the Term Loans requesting that in accordance with the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableterms hereof.

Application of Mandatory Prepayments. (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied, first, pro rata to remaining principal installments of the Term Loans (including, for the avoidance of doubt, the final “bullet” payment) and, second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(vii). Subject to Section 5.2(f)2.16, each prepayment of Loans required by Section 5.2(a), (b) or (c) such prepayments shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Administrative Agent for the account of the applicable Lenders in accordance with their respective Applicable Percentage in respect of such Extended Loans the relevant Facilities. (B) Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the Loans L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class Letter of Refinancing Loans have Credit that has been established hereunderCash Collateralized, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which funds held as Cash Collateral shall include a calculation of the amount of such prepayment to be applied (without any further action by or notice to each Class of Loans requesting or from Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender L/C Issuer or Refinancing Lenderthe Revolving Lenders, as applicable. (C) Notwithstanding any other provisions of this Section 2.06(b) and for the avoidance of doubt, nothing in this Agreement requires, or is intended to require, any actual repatriation of any Excess Cash Flow or Net Cash Proceeds from any Foreign Subsidiary. To the extent that repatriation of any portion of Excess Cash Flow or Net Cash Proceeds attributable to a Foreign Subsidiary pursuant to this Section 2.06(b) would have adverse tax cost consequences to Borrower or any of its Affiliates, such portion shall not be required to be paid; provided that to the extent that the repatriation of the relevant Net Cash Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence within the 365-day period following the event giving rise to the relevant Net Cash Proceeds or the end of the applicable fiscal year with respect to which any payment is required under Section 2.06(b)(i) above, as the case may be, an amount equal to the Net Cash Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.06(b) or as otherwise required above.

Application of Mandatory Prepayments. Subject to (a) Prepayments under Section 5.2(f3.03 (other than Section 3.03(a) or (b)) shall be applied without penalty or premium (other than Breakage Costs, if any, and if so provided in Section 3.03), in the following manner: (i) first, pro rata to the outstanding principal amount of each of the Acquisition Term Loans to reduce the remaining Scheduled Acquisition Term Loan Principal Payments in inverse order of maturity, (ii) second, to the outstanding principal amount of the Supplemental Term Loans, (provided that any amount so prepaid shall permanently reduce the Supplemental Loan Commitments and shall not be available for reborrowing) (iii) third, to repay the Revolving Loans on a pro rata basis, and (iv) fourth, to repay the Supplemental Revolving Loans, on a pro rata basis; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans, Acquisition Term Loans, Supplemental Term Loans or Supplemental Revolving Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans and Supplemental Revolving Loans. (b) With respect to each prepayment of Loans required by Section 5.2(a3.03 (other than Sections 3.03(a) and (b)), (b) or (c) the Borrower shall be allocated pro rata among give the Initial Loans, Administrative Agent one Business Day's notice and may designate the Incremental Loans, the Extended Types of Loans and the Refinancing specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (and allocated ii) each prepayment of any Loans made pursuant to a single Borrowing shall be applied to the Lenders prepayment of such Loans on a pro rata basis) based . In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the applicable remaining Repayment Amounts due thereunder principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (provided that c) Notwithstanding Sections 3.04(a) and (b), (i) any prepayment in the absence of Loans with a specific designation from the Net Proceeds of Credit Agreement Refinancing Indebtedness Borrower, all prepayments to be applied pursuant to Section 3.04(a) shall be applied solely first to each applicable Class the prepayment in full of Refinanced Debtthat portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Acquisition Term Loan or the Supplemental Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and (iiB) any Class of Incremental Revolving Loans may specify that one or more other Classes of Supplemental Revolving Loans and Incremental constituting Base Rate Loans may be prepaid prior to in an amount not less than the required prepayment are then outstanding, such Class of Incremental Loans), and prepayments shall be applied within each Class of Loans instead to the scheduled installments prepayment of unpaid Repayment Amounts due in Revolving Loans and Supplemental Revolving Loans constituting Base Rate Loans, and the prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the last day of the applicable Interest Period with respect to each of such Reserve Adjusted Eurodollar Loans, to ; and (iii) the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower Administrative Agent may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of establish reserves against the amount of Revolving Loans or Supplemental Revolving Loans, which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans or Supplemental Revolving Loans to be applied made on the Borrower's behalf and apply the proceeds thereof to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableprepayment.

Application of Mandatory Prepayments. Subject to (a) Prepayments under Section 5.2(f3.03 (other than Section 3.03(a) or (b)) shall be applied without penalty or premium (other than Breakage Costs, if any, and if so provided in Section 3.03), in the following manner: (i) first, to the outstanding principal amount of each of the Acquisition Term Loans to reduce the remaining Scheduled Acquisition Term Loan Principal Payments in inverse order of maturity, (ii) second, to the outstanding principal amount of the Supplemental Term Loans, in inverse order of maturity (provided that any amount so prepaid shall permanently reduce the Supplemental Loan Commitments and shall not be available for reborrowing) (iii) third, to repay the Revolving Loans, and (iv) fourth, to repay the Supplemental Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans, Acquisition Term Loans, Supplemental Term Loans or Supplemental Revolving Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans and Supplemental Revolving Loans. (b) With respect to each prepayment of Loans required by Section 5.2(a3.03 (other than Sections 3.03(a) and (b)), (b) or (c) the Borrower shall be allocated pro rata among give the Initial Loans, Administrative Agent one Business Day's notice and may designate the Incremental Loans, the Extended Types of Loans and the Refinancing specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (and allocated ii) each prepayment of any Loans made pursuant to a single Borrowing shall be applied to the Lenders prepayment of such Loans on a pro rata basis) based . In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the applicable remaining Repayment Amounts due thereunder principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (provided that c) Notwithstanding Sections 3.04(a) and (b), (i) any prepayment in the absence of Loans with a specific designation from the Net Proceeds of Credit Agreement Refinancing Indebtedness Borrower, all prepayments to be applied pursuant to Section 3.04(a) shall be applied solely first to each applicable Class the prepayment in full of Refinanced Debtthat portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Acquisition Term Loan or the Supplemental Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and (iiB) any Class of Incremental Revolving Loans may specify that one or more other Classes of Supplemental Revolving Loans and Incremental constituting Base Rate Loans may be prepaid prior to in an amount not less than the required prepayment are then outstanding, such Class of Incremental Loans), and prepayments shall be applied within each Class of Loans instead to the scheduled installments prepayment of unpaid Repayment Amounts due in Revolving Loans and Supplemental Revolving Loans constituting Base Rate Loans, and the prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the last day of the applicable Interest Period with respect to each of such Reserve Adjusted Eurodollar Loans, to ; and (iii) the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower Administrative Agent may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of establish reserves against the amount of Revolving Loans or Supplemental Revolving Loans, which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans or Supplemental Revolving Loans to be applied made on the Borrower's behalf and apply the proceeds thereof to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableprepayment.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f2.05(b)(i), each prepayment of to Revolving Loans required by and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 5.2(a2.05(b)(ii), (biii), (iv), (v) or (cvi): (1) shall be allocated pro rata among until the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Term Loans has been established hereunderpaid in full, to prepay the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Term Loans, if any, that such Refinancing Loans partially refinanced. With respect to with each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to the Tranche B Term Loan and the Incremental Term Loans on a pro rata basis (based upon the then outstanding principal amount of the Tranche B Term Loan and the Incremental Term Loans), and pro rata among the Loans comprising such Borrowing (in each Class case with each such prepayment applied (x) first, to the next four (4) Principal Amortization Payments in direct order of Loans requesting that maturities thereof and (y) second, ratably to the remaining Principal Amortization Payments) (unless the Borrower notifies the Administrative Agent provide notice that it does not desire such direct order of application, in which event such prepayment shall be applied ratably to each Initial Lenderthe then remaining Principal Amortization Payments after giving effect to all prior reductions thereto); and (2) after the Term Loans have been paid in full, Incremental Lenderto prepay any outstanding Revolving Loans (with a corresponding reduction of the Aggregate Revolving Commitments) and, Extending Lender after all Revolving Loans have been repaid, to Cash Collateralize L/C Obligations by a corresponding amount. Prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or Refinancing Lenderpenalty, as applicableand shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. Subject to Section 5.2(f2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, such prepayment will be applied to each prepayment Class of Loans required by Section 5.2(a), (b) or (c) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis (in accordance with the applicable remaining Repayment Amounts due thereunder (respective outstanding principal amounts thereof); provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall will be applied solely to each applicable Class of Refinanced DebtIndebtedness, and and (ii) any such prepayment will be applied to the succeeding installments of each applicable Class of Incremental Term Loans in such order as the Borrower may specify that one direct, or, if no direction is given, in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the amounts required to be paid pursuant to Sections 2.14(a) and 2.14(b) to prepay, repurchase, redeem, defease or more otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Classes of Loans Pari Passu Lien Indebtedness and Incremental Loans may the amount required to be prepaid prior paid pursuant to such Class of Incremental Loans), and shall Sections will be applied within each Class of Loans to ratably reduced; provided that the scheduled installments of unpaid Repayment Amounts due definitive documentation in respect of such LoansPari Passu Lien Indebtedness requires the issuer or borrower thereof to prepay, repurchase, redeem, defease or otherwise repay, or offer to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateprepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case as directed by case, on a pro rata basis with the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the outstanding principal amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableTerm Loans.

Application of Mandatory Prepayments. (i) Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, and to the provisions of Section 5.2(f)9.4(e) with respect to application of proceeds of Specified Equity Contributions, each any payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other prepayment of Loans the Obligations required by Section 5.2(a), to be applied in accordance with this clause (b) or (c) shall be allocated pro rata among applied first, (other than in respect of any payment required pursuant to Section 2.8(e)) to repay the Initial Loans, outstanding principal balance of the Incremental Loans, the Extended Term Loans and the Refinancing Loans (and allocated to the Lenders of such Incremental Term Loans on a pro rata basisbasis across all remaining maturities, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans in accordance with the provisions of clause (d) based on below (without any corresponding reduction of the applicable remaining Repayment Amounts due thereunder Revolving Credit Commitment), third, in the case of any payment required pursuant to Section 2.8(e), to provide cash collateral to the extent and in the manner in Section 9.3 and, then, any excess shall be retained by the Borrower. (ii) Any Term Loan Lender shall have the right to reject its pro rata portion of any mandatory prepayment payable to such Lender as provided that in clause (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness above (such amounts, “Declined Amounts”), in which case such Declined Amounts shall be applied solely as provided in the next sentence. If the Declined Amount is attributable to each applicable Class any Term Loan Lender in respect of Refinanced Debt, and a particular tranche of Term Loans (ii) whether original Term Loans or any Class tranche of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Term Loans), and then the entire amount of such Declined Amount shall be applied within offered first, to each Class other Term Loan Lender of such tranche in accordance with such Lender’s pro rata share of such tranche of Term Loans to the scheduled installments which such Declined Amounts relate, and second, with respect to each other tranche of unpaid Repayment Amounts due in respect of such Term Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, each Lender of each other tranche of Term Loans in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class accordance with such Lender’s pro rata share of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Term Loans of the Existing Class, if any, from which that tranche. If any Declined Amount remains after such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunderapplication, the Borrower may allocate retain any such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableremaining amount.

Application of Mandatory Prepayments. Subject (i) Involving a Company Prior to Section 5.2(f)an Event of Default. So long as no Event of Default shall have occurred, each prepayment of Loans Mandatory Prepayment required by Section 5.2(a), (b) or to be made pursuant to subsection (c) hereof shall be allocated pro rata among applied to the Initial Term Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basisbasis between the Term Loan A and the Term Loan B. (ii) based on Involving a Company After an Event of Default. If a Mandatory Prepayment is required to be made pursuant to subsection (c) hereof at the applicable remaining Repayment Amounts due thereunder time that an Event of Default shall have occurred and be continuing (provided that that, if a waiver of an Event of Default is being granted, such waiver may, at the option of the Required Revolving Lenders, be granted subject to application of a Mandatory Prepayment in accordance with this subsection (iii)), then such Mandatory Prepayment shall be paid by Borrower to Agent to be applied to the following, on a Pro Rata Basis among: (A) the Revolving Amount (with payments to be made in the following order: Revolving Loans, Swing Loans, and to be held by Agent in a special account as security for any prepayment of Loans with the Net Proceeds Letter of Credit Agreement Refinancing Indebtedness shall be applied solely Exposure pursuant to each applicable Class subsection (iii) hereof), (B) the unpaid principal balance of Refinanced Debtthe Term Loan A, and (iiC) any Class the unpaid principal balance of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans)the Term Loan B. Unless otherwise agreed by the Required Revolving Lenders, and the Revolving Credit Commitment shall be applied within each Class of Loans to permanently reduced by the scheduled installments of unpaid Repayment Amounts due in respect amount of such LoansMandatory Prepayment allocated thereto, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrowerwhether or not there shall be any Credit Exposure thereunder; provided that (i) if permitted by the applicable Extension Amendmentthat, if there shall be no Credit Exposure under any Class of Extended Loans has been established hereunderSpecific Commitment, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise then remaining Mandatory Prepayment shall be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableother Specific Commitments.

Application of Mandatory Prepayments. Subject to Section 5.2(f5.2(g), each prepayment of Loans required by Section 5.2(a), (b), (c) or (cd) or Section 10.9 shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such LoansLoans first, to any payments due under Section 2.14 in the 12 months following such prepayment and, second, to the payments due under Section 2.14 on the applicable Repayment Dates following such 12-month period and the final repayment on the applicable Maturity Date, in each case as directed by the Borroweron a pro rata basis; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower RailAmerica may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower RailAmerica may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With Subject to Section 5.2(g), with respect to each such prepayment, the Borrower RailAmerica will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each Any prepayment of Loans required by Section 5.2(a), to be made in any amount (the “Required Prepayment Amount”) pursuant to paragraph (b) or (c) of Section 2.11 shall be allocated pro rata among applied as follows: First, there shall be applied to the Initial Term Loans and Incremental Loans, ratably in accordance with the respective principal amounts thereof, a portion of the Required Prepayment Amount equal to the product of (i) the Required Prepayment Amount multiplied by (ii) a fraction, the numerator of which is the Aggregate Term Exposure and aggregate outstanding principal balance of Incremental Loans on such date and the denominator of which is the Aggregate Credit Exposure; and Second, the balance of the Required Prepayment Amount shall be applied to the Revolving Loans, the Incremental Loans, the Extended Loans unpaid LC Disbursements and the Refinancing Loans (and allocated to Swingline Exposure, ratably in accordance with the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided respective amounts thereof, except that (i) any prepayment of until the Revolving Loans with and Swingline Loans have been paid in full, the Net Proceeds of Credit Agreement Refinancing Indebtedness shall portion thereof that would otherwise be applied solely to each applicable Class of Refinanced Debt, the unpaid LC Disbursements shall instead be applied ratably to Revolving Loans and Swingline Loans and (ii) any Class application of Incremental any Required Prepayment Amount to Revolving Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and unpaid LC Disbursements or Swingline Exposure shall be applied within each Class without reduction of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed Revolving Commitments (unless otherwise elected by the Borrower; provided that (i) if permitted by Borrower in a notice delivered at the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount time of such prepayment pursuant to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableSection 2.08).

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.09(c) (other than pursuant to Section 5.2(f2.09(c)(v)) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, each prepayment of first to Swing Line Loans, second to Revolving Loans required and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the Borrower following the Closing Date pursuant to Section 5.2(a2.09(c)(ii), (biii) or (c) iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall be allocated not provide for greater than pro rata among the Initial treatment for such Other Term Loans or Incremental Term Loans, the Incremental as applicable, with respect of each other Class of Term Loans, the Extended Incremental Term Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Other Term Loans), and shall be applied within each Class of Loans to the scheduled installments next eight (8) Principal Amortization Payments, then ratably to the remaining Principal Amortization Payments (excluding the final payment on the Term Loan Maturity Date); provided that, in the case of unpaid Repayment Amounts due Section 2.09(c)(iii), at the Borrower’s option, the Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment in respect of such LoansAsset Disposition, to Casualty or Condemnation is required under the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Dateterms of such other Indebtedness, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunderwhich case, the Borrower may, in its sole discretion, allocate any amount of prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give made with respect to such Net Cash Proceeds pursuant to Section 2.09(c)(iii) shall be deemed to be the Administrative Agent written notice which shall include a calculation amount equal to the product of (x) the amount of such prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be applied prepaid pursuant to each Class Section 2.09(c)(iii) and the denominator of Loans requesting that which is the Administrative Agent provide notice sum of the outstanding principal amount of such prepayment outstanding Indebtedness incurred pursuant to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableSection 7.01(s) and required to be prepaid under the terms of such Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii).

Application of Mandatory Prepayments. Subject to Section 5.2(f), each Each prepayment of Loans required by pursuant to the foregoing provisions of this Section 5.2(a), (b) or (c2.05(b) shall be allocated applied, first, on a pro rata basis among the Initial Term B Loans and (unless otherwise agreed by the applicable Lenders in respect of any Incremental Term Loans, ) each of the Incremental Loans, the Extended Loans and the Refinancing Term Loans (and allocated with each such prepayment to be applied within each trancheClass, first, to the Lenders next eight scheduled principal repayment installments thereof in direct order of such Loans maturity and, thereafter, to the remaining scheduled principal payments on a pro rata basis) based on and, second, to the applicable remaining Repayment Amounts due thereunder Revolving Credit Facility in the manner set forth in clause (provided that (ivii) any prepayment of Loans with the Net this Section 2.05(b). Proceeds of Credit Agreement any Refinancing Indebtedness Debt shall be applied solely to prepay each applicable Class of Refinanced DebtTerm Loans and/or Revolving Credit Loans so refinanced. Notwithstanding the foregoing, (A) to the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (v) shall be made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Incremental Amendment, Extension Offer or Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (iiB) with respect to any Class of Incremental Loans may specify that one Net Cash Proceeds from any Disposition or more other Classes of Loans Insurance and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunderCondemnation Event, the Borrower may allocate such prepayments in its sole discretion prepay Term Loans and prepay or purchase any Refinancing Debt that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the Loans extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Class of Loans, if any, that Term Loans and such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation Debt as of the amount time of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender applicable Disposition or Refinancing Lender, as applicableInsurance and Condemnation Event.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f), each prepayment of Loans required by Section 5.2(a2.7(b)(i), (b1) or (c) shall be allocated pro rata among first to the Initial outstanding Swingline Loans, (2) second to the Incremental Loans, the Extended outstanding Revolving Loans and (3) third to Cash Collateralize the Refinancing Loans LOC Obligations; and (and allocated B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v), (1) first to the Lenders of such Term Loans and any Incremental Term Facilities on a pro rata basisbasis (in each case, ratably to the remaining amortization payments thereof) based (including the bullet payment due on the applicable Term Maturity Date), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third to the Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations (without a simultaneous corresponding reduction of the LOC Committed Amount). Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the remaining Repayment Amounts due thereunder (amortization payments thereof; provided that (i) if, at the time that any such prepayment of Loans would be required hereunder, the Borrower or such Restricted Subsidiary is required to offer to repurchase or prepay any other Indebtedness that is secured on a pari passu basis with the Net Proceeds of Initial Term Loans (or any Credit Agreement Refinancing Indebtedness shall in respect thereof that is secured on a pari passu basis with the Initial Term Loans) pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds of such prepayment event (such Indebtedness (or Credit Agreement Refinancing Indebtedness in respect thereof) required to be applied solely offered to each applicable Class be repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of the Term Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments repurchase or prepayment of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 Other Applicable Indebtedness (determined on the applicable Repayment Dates basis of the aggregate outstanding principal amount of the Term Loans and the final repayment on the applicable Maturity Date, in each case as directed by the BorrowerOther Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that (i) if permitted by the applicable Extension Amendment, if any Class portion of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid such Net Cash Proceeds allocated to the Lenders Other Applicable Indebtedness shall not exceed the amount of such Extended Loans Net Cash Proceeds required to be allocated to the Loans of Other Applicable Indebtedness pursuant to the Existing Classterms thereof, and the remaining amount, if any, from which of such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion Net Cash Proceeds shall be allocated to the Term Loans of in accordance with the Class of Loansterms hereof), if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.7(b) shall be reduced on a dollar-for-dollar basis accordingly; provided further that, to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment to Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to each Class prepay the Term Loans in accordance with the terms hereof. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lenderprepayment, Incremental Lender, Extending Lender but otherwise without premium or Refinancing Lender, as applicablepenalty.