Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writing.

Application of Mandatory Prepayments. Any prepayments made Subject to Section 5.2(f), each prepayment of Loans required by the Borrower pursuant to subsection Section 5.2(a), (ab) or (bc) 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 this Section 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 as follows: firstsolely 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 Administrative Agent’s fees payments due under Section 2.14 on the applicable Repayment Dates and reimbursable expenses then due and payable pursuant to 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 Loan Documents; secondBorrower may, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to in its sole discretion, allocate any of the Loan Documents, pro rata prepayment that would otherwise be paid to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and expenses; third(ii) if permitted by the applicable Refinancing Amendment, to interest and fees then due and payable if any Class of Refinancing Loans have been established hereunder, pro rata the Borrower may allocate such prepayments in its sole discretion to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance Loans of the Swingline Class of Loans, until if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the same Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall have been paid in full, to the Swingline Lender; fifth, to the principal balance include a calculation of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant such prepayment to clauses fourth through sixth abovebe applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingIncremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Any prepayments made by the Borrower Subject to Section 9.03: (i) Each prepayment of Loans pursuant to subsection (athe provisions of Section 2.06(b) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant Revolving Credit Facility in the manner set forth in clause (ii) below. Subject to any of the Loan Documents; secondSection 2.17, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata such prepayments shall be paid to the Lenders and the Issuing Bank based on in accordance with their respective pro rata shares Applicable Percentage in respect of the relevant Facilities. For avoidance of doubt, no such fees and expenses; thirdprepayment of Loans (including, to interest and fees then due and payable hereunderfor avoidance of doubt, pro rata any prepayment of Net Cash Proceeds realized pursuant to the Lenders based on their respective pro rata shares provisions of such interest and fees; fourthSection 2.06(b)) shall, to without Borrowers’ consent, permanently reduce the principal balance of the Swingline LoansAggregate Revolving Credit Commitments. (ii) Except as otherwise provided in Section 2.17, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance 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, until the same second, shall have been paid in full, pro rata be applied ratably to the Lenders based on their respective outstanding Revolving Commitments; and sixthCredit Loans, third, shall be used to Cash Collateralize the Letters remaining Letter of Credit Obligations in an the Minimum Collateral Amount and, fourth, the amount remaining, if any, after the prepayment in cash equal to full of all outstanding Obligations (other than Credit Product Obligations) and the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments Cash Collateralization of the Lenders shall not remaining Letter of Credit Obligations in the Minimum Collateral Amount may be permanently reduced retained by the amount Borrowers for use in the Ordinary Course of Business of the Borrowers. Upon the drawing of any prepayments made pursuant 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 clauses fourth through sixth aboveor from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Credit Issuer or the Revolving Credit Lenders, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writing.as applicable. (d)

Application of Mandatory Prepayments. Any prepayments made amount required to be paid pursuant to Section 2.11(a) through Section 2.11(d) shall be applied to prepay the Term Loans on a pro rata basis as among the various Classes thereof (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 Borrower Lenders holding such Loans; provided further that, if at the time of any required prepayment of the Term Loans pursuant to subsection (aSection 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 107 Flow that would otherwise be required to so prepay the Term Loans (bsuch 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 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 prepay the outstanding Incremental Tranche A-1 Term Loans, if any, and applied within such Class as set forth in clauses (i) and (ii) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writing2.12(b).

Application of Mandatory Prepayments. (i) Any prepayments prepayment of Loans required to be made by in any amount (the Borrower “Required Prepayment Amount”) pursuant to subsection paragraph (ab) or (bc) of this Section 2.11 shall be applied as follows: firstFirst, there shall be applied to the Administrative Agent’s fees Term Loans and reimbursable expenses then due and payable pursuant to any Incremental Loans, ratably in accordance with the respective principal amounts thereof, a portion of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata Required Prepayment Amount equal to the Lenders product of (i) the Required Prepayment Amount multiplied by (ii) a fraction, the numerator of which is the Aggregate Term Exposure and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the 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 unpaid LC Disbursements and the Swingline LoansExposure, ratably in accordance with the respective amounts thereof, except that (i) until the same shall Revolving Loans and Swingline Loans have been paid in full, the portion thereof that would otherwise be applied to the unpaid LC Disbursements shall instead be applied ratably to Revolving Loans and Swingline Lender; fifth, Loans and (ii) any application of any Required Prepayment Amount to Revolving Loans or unpaid LC Disbursements or Swingline Exposure shall be without reduction of Revolving Commitments (unless otherwise elected by the principal balance of Borrower in a notice delivered at the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as time of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made prepayment pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingSection 2.08).

Application of Mandatory Prepayments. Any All prepayments made by the Borrower pursuant to subsection (a------------------------------------ Section 2.7(a) or (b) of this Section shall preceding shall, if such prepayment is required to be applied as follows: first, made prior -------------- to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant Acquisition Loans Commitment Expiration Date, be allocated to any the unpaid principal amount of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, Acquisition Loans until the same shall Acquisition Loans have been paid in full, full and then shall be allocated to the Swingline Lender; fifthunpaid principal amount of the Term Loans and, if such prepayment is required to be made on or after the Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal balance amounts of the Revolving Term Loans and the Acquisition Loans pro rata in accordance with the respective unpaid principal amounts of such Loans, and shall be applied to the then remaining installments of principal of the Term Loans and the Acquisition Loans pro rata. All prepayments pursuant to Section 2.7(b) or -------------- (c) preceding shall, if such prepayment is required to be made prior to the ---- Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal amount of the Term Loans until the same shall Term Loans have been paid in fullfull and then shall be allocated to the unpaid principal amount of the Acquisition Loans and, if such prepayment is required to be made on or after the Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal amounts of the Term Loans and the Acquisition Loans pro rata in accordance with the respective unpaid principal amounts of such Loans, and shall be applied to the Lenders based on their respective Revolving Commitments; then remaining installments of principal of the Term Loans and sixththe Acquisition Loans pro rata. All prepayments pursuant to subsection ---------- (d) preceding, if such prepayment is required to Cash Collateralize the Letters of Credit in an amount in cash equal be made prior to the LC Exposure as --- Acquisition Loans Commitment Expiration Date, shall be allocated to the unpaid principal amounts of the Term Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Supremex Term Loans) the Supremex Term Loans A and the Supremex Term Loans B pro rata in accordance with the respective unpaid principal amounts of such date plus any accrued loans until such loans have been paid in full and then shall be allocated to the unpaid fees thereon. The Revolving Commitments principal amount of the Lenders shall not Acquisition Loans and, if such prepayment is required to be permanently reduced by made on or after the amount Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal amounts of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing the Term Loans and the Required Lenders so request Acquisition Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Supremex Term Loans) the Supremex Term Loans A and the Supremex Term Loans B pro rata in writingaccordance with the respective unpaid principal amounts of such loans, and shall be applied to the remaining installments of principal of such loans pro rata.

Application of Mandatory Prepayments. Any (i) Subject to the provisions of Section 2.13(g) (Payments and Computations), any prepayments made by the Borrower pursuant Borrowers required to subsection be applied in accordance with this clause (ac) or (b) of this Section shall be applied as follows: first, to repay the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any outstanding principal balance of the Loan DocumentsTerm Loans until the Term Loans shall have been prepaid in full; second, to all reimbursable expenses at the option of the Lenders and all fees and reimbursable expenses Administrative Agent in its reasonable discretion, to repay the outstanding principal balance of the Issuing Bank then due and payable pursuant to any of Swing Loans until the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expensesSwing Loans shall have been repaid in full; third, to interest and fees then due and payable hereunder, pro rata to repay the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the outstanding principal balance of the Swingline Revolving Loans (subject to clause (ii) below, ratably between the Primary Revolving Loans and the Multicurrency Revolving Loans, ) until the same Revolving Loans shall have been paid in full; and fourth, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters provide cash collateral for any Letter of Credit Obligations in an amount in cash equal to the LC Exposure as 105% of such date plus any accrued and unpaid fees thereon. The Revolving Commitments Letter of Credit Obligations in the Lenders manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that (A) upon a Deferred Prepayment Event, the prepayments required under clauses first through fourth above shall not be permanently reduced by the amount Deferred Prepayment Amount in respect of any prepayments made pursuant to clauses fourth through sixth above, unless such Deferred Prepayment Event and (B) on the earlier of (1) the occurrence of an Event of Default has occurred under Sections 9.1(a), (b) or (f) or, upon notice from the Administrative Agent or the Requisite Lenders to the Company, any other Event of Default and is continuing and (2) the Required Lenders so request Deferred Prepayment Date, the remaining balance of such Deferred Prepayment Amount shall be applied in writingaccordance with clauses first through fourth above.

Application of Mandatory Prepayments. Any prepayments made Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, on a pro rata basis among the Initial Term B Loans and (unless otherwise agreed by the Borrower pursuant applicable Lenders in respect of any Incremental Term Loans) each of the Incremental Term Loans (with each such prepayment to subsection be applied within each trancheClass, first, to the next eight scheduled principal repayment installments thereof in direct order of maturity and, thereafter, to the remaining scheduled principal payments on a pro rata basis) and, second, to the Revolving Credit Facility in the manner set forth in clause (a) or (bvii) of this Section 2.05(b). Proceeds of any Refinancing Debt shall be applied as follows: firstsolely to prepay each applicable Class of Term 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 (B) with respect to any Net Cash Proceeds from any Disposition or Insurance and Condemnation Event, the Borrower may 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 Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Loan Documents; second, to all reimbursable expenses Term Loans and such Refinancing Debt as of the Lenders and all fees and reimbursable expenses time of the Issuing Bank then due applicable Disposition or Insurance and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingCondemnation Event.

Application of Mandatory Prepayments. Any prepayments Subject to Sections 2.12(c) and 2.12(d),(b) any payment made by any Borrower to the Borrower Administrative Agent pursuant to subsection (a) Section 2.8 or any other prepayment of the Loan Document Obligations that is required to be applied in accordance with this clause (b): in the case of Sections 2.8(a), 2.8(b) of this Section and 2.8(c), shall be allocated ratably(i) as among the Term Loan Facilities in accordance with the aggregate principal amount thereof (calculated on a Dollar Equivalent basis) (or allocated in such other manner as is referred to below) and, within each Term Loan Facility, shall be applied to reduce, first, the next eight remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 in forward order of maturity and, thereafter, to reduce ratably the remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 until paid in full; provided that if any portion of such payment remains unapplied after the allocation and application as follows: set forth above, such portion shall be applied, first, to repay the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the outstanding principal balance of the Swingline Loans, Loans until the same shall have been paid in full, to the Swingline Lender; fifthsecond, to repay the outstanding principal balance of the Revolving Loans, Loans until the same shall have been paid in full, pro rata and third, to provide cash collateral for the L/C Obligations to the Lenders based on their respective extent and in the manner provided in Section 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments; and sixthin the case of Section 2.8(d), shall be applied first, to Cash Collateralize repay the(ii) outstanding principal balance of the Letters Swingline Loans until paid in full, second, to repay the outstanding principal balance of Credit the Revolving Loans until paid in an amount in full, and third, to provide cash equal collateral for the L/C Obligations to the LC Exposure as extent and in the manner provided in Section 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments. Notwithstanding anything to the contrary in clause (i) above, (A) any Net Cash Proceeds arising from any Sale of such date plus assets by, or any accrued and unpaid fees thereon. The Revolving Commitments Property Loss Event with respect to the assets of, the U.K. Subsidiaries may, at the election of the Lenders shall not U.S. Borrower as notified in writing to the Administrative Agent, be permanently reduced allocated solely to the Sterling Term Loan Facility, (B) the allocation as among the Term Loan Facilities set forth above may be adjusted by the amount of any prepayments made pursuant Borrowers in such manner as the U.S. Borrower shall reasonably determine to clauses fourth through sixth abovegive effect to Section 2.8(e), unless an Event of Default has occurred as such determination is notified in writing to the Administrative Agent and is continuing and the Required Lenders so request in writing.80 [[5628733]]

Application of Mandatory Prepayments. Any prepayments made by the Borrower All amounts required to be paid pursuant to subsection (aSection 2.03(b)(ii) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders then-outstanding Loans. All amounts required to be paid pursuant to Section 2.03(b)(iii), (v) and (vi) shall be applied to repay the Issuing Bank based on their respective pro rata shares Loans attributable to Eligible Assets which were disposed, refinanced or which experienced a Recovery Event or Adjustment Event, as the case may be. All amounts (A) required to be paid pursuant to Section 2.03(b)(iv) and (B) in excess of such fees and expenses; third, amounts used to interest and fees then due and payable hereunder, pro rata to repay Loans as provided in the Lenders based on their respective pro rata shares of such interest and fees; fourthimmediately preceding sentence shall be applied: FIRST, to the principal balance payment of any Obligations (as such term is defined in the WIH Facility) of the Swingline Loans, Borrowers then outstanding under the WIH Facility in the priorities set forth in such WIH Facility until the same shall have been fully paid in fulland discharged; SECOND, to the Swingline Lenderpayment of any Obligations of the Borrowers then outstanding under this Agreement and the other Loan Documents in the manner identified in Section 2.06(b) until fully paid and discharged; fifthTHIRD, to the principal balance payment of any obligations of the Revolving LoansBorrowers then outstanding under the Repurchase Agreement in the priorities set forth in the Repurchase Agreement until fully paid and discharged; and FOURTH, until the same shall have been paid in full, pro rata to the Lenders based payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. All prepayments under this Section 2.03(b) shall be subject to Section 2.11 and be accompanied by: (A) interest on their respective Revolving Commitmentsthe principal amount prepaid through the date of prepayment; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal (B) to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced extent required by the amount of any prepayments made pursuant to clauses fourth through sixth aboveFee Letter, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingExit Fee.

Application of Mandatory Prepayments. Any prepayments prepayment of Loans required to be made by in any amount (the Borrower “Required Prepayment Amount”) pursuant to subsection paragraph (ab), (c) or (bd) of this Section 2.10 shall be applied as follows: First, there shall be applied to the Tranche B Term 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 Tranche B Exposure 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 Credit Loans, the LC Exposure, the Tranche C Term Loans and the Tranche D Term Loans, ratably in accordance with the respective amounts thereof, except that (i) until the Revolving Loans have been paid in full, the portion thereof that would otherwise be applied to the LC Exposure shall instead be applied to Revolving Loans, (ii) until the Tranche C Term Loans have been paid in full, the portion thereof that would otherwise be applied to the Tranche D Term Loans shall instead be applied to Tranche C Term Loans, (iii) any application of any Required Prepayment Amount to LC Exposure shall be effected through the deposit into the Letter of Credit Collateral Account in accordance with Section 2.04(j)) and (iv) any application of any Required Prepayment Amount to Revolving Loans or LC Exposure shall be without reduction of Revolving Commitments (unless otherwise elected by the Borrower in a notice delivered at the time of such prepayment pursuant to Section 2.07). Prepayments of Revolving Loans and Tranche B Loans shall be applied first to ABR Loans and second to Eurodollar Loans (applied to Eurodollar Loans with Interest Periods in the order in which the respective Interest Periods therefor shall end) and prepayments of Tranche C Loans and Tranche D Loans shall be applied first to Variable Rate Loans and second to Fixed Rate Loans (applied to Fixed Rate Loans with Interest Periods in the order in which the respective Interest Periods therefor shall end). At any time when any Tranche B Term Loans and/or Incremental Loans are outstanding, any Lender holding Tranche C Term Loans may elect on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment described above in this paragraph (d) not to have such prepayment applied to such Lender’s Tranche C Term Loans, in which case the amount not so applied shall be applied, first, to prepay the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; Tranche B Term Loans and/or Incremental Loans outstanding on such date ratably in accordance with respective aggregate outstanding principal amounts thereof and, second, to after all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall Tranche B Term Loans and/or Incremental Loans have been paid in full, to prepay Tranche C Term Loans in accordance with the Swingline Lender; fifth, provisions hereof. Each payment of Loans pursuant to this paragraph (d) shall be accompanied by (i) accrued interest on the principal balance amount paid to but excluding the date of payment and (ii) except in the Revolving Loanscase of a mandatory prepayment of Tranche C Term Loans or Tranche D Term Loans pursuant to Section 2.10(d), until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure any amounts payable under Section 2.15 as a result of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingprepayment.

Application of Mandatory Prepayments. Any prepayments made by the Borrower amount required to be paid pursuant to subsection (aSection 2.11(a) or (bthrough Section 2.11(d) of this Section shall be applied to prepay the Term Loans on a pro rata basis as follows: firstamong the various Classes thereof (in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) firstly, to reduce the Administrative Agent’s fees next eight scheduled remaining installments of principal in direct order of maturity and reimbursable expenses then due and payable (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 the Loan Documents; second, to all reimbursable expenses aggregate outstanding principal amount of the Lenders Term Loans and all fees and reimbursable expenses of Other Applicable Indebtedness at such time; provided that the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares portion of such fees and expenses; third, Net Cash Proceeds allocated to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders Other Applicable Indebtedness shall not be permanently reduced by exceed the amount of any prepayments made such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to clauses fourth through sixth abovethe terms thereof, unless an Event of Default has occurred and is continuing and the Required Lenders so request remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in writingaccordance 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.

Application of Mandatory Prepayments. Any prepayments made Subject to Section 5.2(g), each prepayment of Loans required by the Borrower pursuant to subsection Section 5.2(a), (ab), (c) or (bd) 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 this Section such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied as follows: 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 first, to any payments due under Section 2.14 in the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; 12 months following such prepayment and, second, to all reimbursable expenses of the Lenders payments due under Section 2.14 on the applicable Repayment Dates following such 12-month period and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of final repayment on the Loan Documentsapplicable Maturity Date, in each case on a pro rata basis; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, RailAmerica may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and expenses; third(ii) if permitted by the applicable Refinancing Amendment, to interest and fees then due and payable if any Class of Refinancing Loans have been established hereunder, pro rata RailAmerica may allocate such prepayments in its sole discretion to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance Loans of the Swingline Class of Loans, until if any, that such Refinancing Loans partially refinanced. Subject to Section 5.2(g), with respect to each such prepayment, RailAmerica will, not later than the same date on which such prepayments are required to be made, give the Administrative Agent written notice which shall have been paid in full, to the Swingline Lender; fifth, to the principal balance include a calculation of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant such prepayment to clauses fourth through sixth abovebe applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingIncremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Any prepayments made by the Borrower All amounts required to be paid pursuant to subsection (a) or (b) of this Section 2.8(b) shall be applied as follows: first(A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the Administrative Agent’s fees Revolving Loans and reimbursable expenses then due and payable (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid 44 pursuant to any of the Loan Documents; secondSections 2.8(b)(ii) through (v), to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents(1) first, pro rata to the Lenders Tranche A Term Loan and the Issuing Bank based on their respective Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata shares of among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such fees prepayments, and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth(2) second, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance Revolving Loans with a corresponding permanent pro rata reduction of the Revolving Loans, until the same shall Commitments and (after all Revolving Loans have been paid repaid) to a cash collateral account in full, pro rata to respect of LOC Obligations. Within the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments parameters of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth applications set forth above, unless an Event prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Default has occurred Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and is continuing and be accompanied by interest on the Required Lenders so request in writingprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. Any prepayments made by the Borrower pursuant to subsection (a) Prepayments under Section 3.03 (other than Section 3.03(a) or (b)) of this Section shall be applied as followswithout penalty or premium (other than Breakage Costs, if any, and if so provided in Section 3.03), in the following manner: (i) first, if made (x) prior to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan DocumentsAcquisition Term Commitment Termination Date, pro rata to the Lenders outstanding principal amount of each of the Term A Loans and the Issuing Bank based Term B Loans to reduce the remaining Scheduled Term A Loan Principal Payments and the remaining Scheduled Term B Loan Principal Payments, in each case in inverse order of maturity, or (y) on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunderor after the Acquisition Term Loan Commitment Termination Date, pro rata to the Lenders based on their respective pro rata shares outstanding principal amount of such interest each of the Term A Loans, the Term B Loans and fees; fourththe Acquisition Term Loans to reduce the remaining Scheduled Term A Loan Principal Payments, the remaining Scheduled Term B Loan Principal Payments and the remaining Scheduled Acquisition Term Loan Principal Payments, in each case in inverse order of maturity, (ii) second, if made (x) prior to the Acquisition Term Loan Commitment Termination Date, to the outstanding principal balance amount of the Swingline Acquisition Term Loans, until (provided that any amount so prepaid shall permanently reduce the same shall have been paid in fullAcquisition Term Loan Commitments) or (y) on or after the Acquisition Term Loan Commitment Termination Date, to the Swingline Lender; fifth, to the principal balance of the repay Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth(iii) third, to Cash Collateralize the Letters of Credit in an amount in cash equal repay Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to the LC Exposure repay Revolving Loans or Acquisition Term Loans, as of such date plus any accrued applicable, and unpaid fees thereon. The prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingLoans.

Application of Mandatory Prepayments. Any All prepayments made by the Borrower pursuant to subsection (a------------------------------------ Section 2.7(a) or (b2.7(b) preceding shall be allocated to the unpaid principal -------------- ------ amounts of this Section the Term Loans A and the Term Loans B pro rata in accordance with the respective unpaid principal amounts of such Loans, and shall be applied as follows: first, to the Administrative Agent’s fees then remaining installments of principal of the Term Loans A and reimbursable expenses then due and payable the Term Loans B pro rata. All prepayments pursuant to any Section 2.7(c) preceding, if such -------------- prepayment is required to be made prior to the Mail-Well Acquisition Loans Commitment Expiration Date, shall be allocated to the unpaid principal amounts of the Loan Documents; secondMail-Well Term Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Term Loans), to all reimbursable expenses of the Lenders Term Loans A and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, Term Loans B pro rata to in accordance with the Lenders and the Issuing Bank based on their respective pro rata shares unpaid principal amounts of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of loans until such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall loans have been paid in full, full and then shall be allocated to the Swingline Lender; fifthunpaid principal amount of the Mail-Well Acquisition Loans and, if such prepayment is required to be made on or after the Mail-Well Acquisition Loans Commitment Expiration Date, shall be allocated to the unpaid principal balance amounts of the Revolving Mail-Well Term Loans and the Mail-Well Acquisition Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Term Loans, until ) the same shall have been paid in full, Term Loans A and the Term Loans B pro rata in accordance with the respective unpaid principal amounts of such loans, and shall be applied to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters remaining installments of Credit in an amount in cash equal to the LC Exposure as principal of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingloans pro rata.

Application of Mandatory Prepayments. Any prepayments made Subject to Section 5.2(h), each prepayment of Loans required by the Borrower pursuant to subsection Section 5.2(a), (ab), (d) or (be) 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 this Section 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 as follows: firstsolely 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 Administrative Agent’s fees payments due under Section 2.14 on the applicable Repayment Dates and reimbursable expenses then due and payable pursuant to 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 Loan Documents; secondBorrower may, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to in its sole discretion, allocate any of the Loan Documents, pro rata prepayment that would otherwise be paid to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and expenses; third(ii) if permitted by the applicable Refinancing Amendment, to interest and fees then due and payable if any Class of Refinancing Loans have been established hereunder, pro rata the Borrower may allocate such prepayments in its sole discretion to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance Loans of the Swingline Class of Loans, until if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the same Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall have been paid in full, to the Swingline Lender; fifth, to the principal balance include a calculation of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant such prepayment to clauses fourth through sixth abovebe applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingIncremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Any prepayments made by the Borrower Each prepayment pursuant to subsection Section 2.04(c)(iii), (aiv) or and (bv) of this Section shall be applied applied, first, to the outstanding Term Loans (and shall be allocated to the Initial Term Loans and the Incremental Term Loans, if any, on a pro rata basis based upon the then outstanding principal amounts thereof) in inverse order of maturity and, second, to the outstanding Revolving Credit Loans, Swingline Loans, LC Borrowings and LC Obligations as follows: first, shall be applied to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; LC Borrowings, second, shall be applied to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same third, shall have been paid in full, be applied ratably to the Swingline Lender; fifth, to the principal balance of the outstanding Revolving Credit Loans, until the same and, fourth, shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, be used to Cash Collateralize the Letters remaining LC Obligations; and, the amount remaining, if any, after the prepayment in full of all LC Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining LC Obligations in an amount in cash equal to full (the LC Exposure as sum of such date plus any accrued prepayment amounts, cash collateralization amounts and unpaid fees thereon. The 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 Commitments of the Lenders Credit Loan Commitment shall not 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 or from the Borrowers or any other Loan Party or Alon USA) to reimburse the LC Issuer or the applicable Lenders, as applicable. After giving effect to any reduction of the Revolving Credit Loan Commitments, if the Letter of Credit Sublimit exceeds the amount of any prepayments made pursuant to clauses fourth through sixth abovethe 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, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingsuch sublimit shall automatically be reduced by such excess.

Application of Mandatory Prepayments. Any prepayments made by the Borrower All amounts required to be paid pursuant to subsection (a) or (b) of this Section 2.8(b) shall be applied as follows: first(A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the Administrative Agent’s fees Revolving Loans and reimbursable expenses then due and payable (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to any of the Loan Documents; secondSections 2.8(b)(ii) through (vi), to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents(1) first, pro rata to the Lenders Tranche A Term Loan and the Issuing Bank based on their respective Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata shares of among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such fees prepayments, and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth(2) second, to the principal balance Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the Swingline Loansapplications set forth above, until the same prepayments shall have been paid be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in full, direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to the Swingline Lender; fifth, to Section 2.18 and be accompanied by interest on the principal balance amount prepaid through the date of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; prepayment and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any other amounts accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Required Lenders so request in writingunpaid.

Application of Mandatory Prepayments. Any prepayments made by the Borrower All amounts required to be prepaid pursuant to subsection clauses (aiv), (v), (vi) or (bviii) of this Section 2.13(b) shall be applied as follows: (A) first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata Term Loans (ratably to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to remaining principal installments thereof (including the principal balance of installment due on the Swingline Loans, applicable Maturity Date)) until the same shall have been paid in full, (B) second, to the Swingline Lender; fifthoutstanding Swing Loans, (C) third, to the principal balance outstanding Revolving Loans (without a corresponding permanent reduction in the Total Revolving Commitment) and (D) fourth, paid to the Administrative Agent, which shall hold such amounts as security for the reimbursement obligations of the Revolving Loans, until the same shall have been paid Borrower hereunder in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in an amount in cash equal form and substance reasonably satisfactory to the Administrative Agent, each LC Exposure as Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such date plus any accrued cash collateral amount. Within each such category, such prepayments shall be applied first to Base Rate Loans and unpaid fees thereonthen to Eurodollar Loans in order of Interest Period maturities (beginning with the earliest to mature). The Revolving Commitments of If the Lenders shall not be permanently reduced by the outstanding principal amount of any prepayments Eurodollar Loans made pursuant to clauses fourth through sixth a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such repayment or prepayment, then all the Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar Loans, be Converted into Base Rate Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, unless an Event of Default has occurred and is continuing and the Required Lenders so request make such designation in writingits sole discretion with a view, but no obligation, to minimize breakage costs owing under Article III.