Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(B) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(I), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i)(A), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations; (C) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentrespect to all amounts prepaid pursuant to Section 3.3(b)(iii), (1iv) FIRST or (vi), first to the New Term Loan (credited first, with respect to prepayments pursuant to clause (vi) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal), then, after the New Term Loan is paid in full, to the Swing Line Loans, then, after the Swing Line Loans are paid in full, to the Revolving Loans and, finally (after all Revolving Loans and Swing Line Loans have been repaid), to a cash collateral account in respect of LOC Obligations; and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii) or (v), pro rata to (x) the New Term Loan (credited first, with respect to prepayments pursuant to clause (v) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal) and (y) the Revolving Loans and Swing Line Loans, with outstanding Swing Line Loans prepaid first and then Revolving Credit Loans prepaid second, and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter LOC Obligations (with, in the case of Credit Obligations and (2) SECOND to Term Loans to be prepayments applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans pursuant to clause (ii) above, and (after all only if an Event of Default has occurred, a corresponding permanent reduction in the Revolving Loans have been repaid) Committed Amount; provided, however, that, on the 360th day following the receipt by a Consolidated Party of the Net Cash Proceeds that gave rise to such prepayment, there shall be a permanent reduction in the Revolving Committed Amount that corresponds to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid prepayment applied pursuant to SECTION 2.3(B)(III), Section 3.3(b)(ii) and clause (1y) FIRST to the Term Loans, but only above (to the extent the Asset Disposition is that no prior permanent reduction of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans Committed Amount has occurred) if, on such 360th day, such Net Cash Proceeds have not been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVapplied toward Eligible Reinvestments), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.3(b)(ii)-(iii) in connection with a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition, (other than a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of harvesting and processing machinery and equipment), the Xxxxxxxx Fresh (1) FIRST first to the Original Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (23) SECOND to Term Loans to be applied PRO RATA third to the remaining principal installments thereof and Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with a Collateral Loss to harvesting and processing machinery and equipmentan Asset Loss, (x) FIRST Asset Disposition or Specified Asset Disposition by any member of the Xxxxxxxx Fresh German Group, to the Term Loans B Loans; (D) with respect to be applied PRO RATA all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the remaining principal installments thereof and Xxxxxxxx Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (y1) SECOND first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III)Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Xxxxxxxx Fresh German Group, (1) FIRST to the Term B Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement. Upon each application of funds pursuant to this Section 2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) unless the funds applied pursuant to this Section 2.3(b)(vi) were applied to Term B Loans, each Existing Lender's Existing Commitment shall be reduced by its Pro Rata Share of the amount so applied and the CBI Maximum Credit Line shall be reduced by the amount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i) and Section 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account (held by the Administrative Agent for the ratable benefit of the Lenders) in respect of Letter of Credit Obligations, LOC Obligations and (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 3.3(b)(ii)-(vi), (1) FIRST first pro rata to the Term Loan A and the Term Loan B (ratably to the remaining principal installments thereof); provided that one or more holders of the Term Loan B may decline to accept a mandatory prepayment under Section 3.3(b)(ii) - (vi) to the extent there is a sufficient portion of the Term Loan A outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated, on a pro rata basis, to the holders of the Term Loan A and the holders of the Term Loan B accepting such prepayments, and (2) second pro rata to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.13 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly the principal amount prepaid to the Borrowers upon satisfaction date of such Letter of Credit Obligationsprepayment. Upon Amounts prepaid on Swingline Loans and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall Revolving Loans may be applied reborrowed in accordance with the Security Agreementterms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.3(b)(ii)-(iii) in connection with a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition, (other than a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of harvesting and processing machinery and equipmentthe Xxxxxxxx Fresh German Group), (1) FIRST first to the Original Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (23) SECOND to Term Loans to be applied PRO RATA third to the remaining principal installments thereof and Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with a Collateral Loss to harvesting and processing machinery and equipmentan Asset Loss, (x) FIRST Asset Disposition or Specified Asset Disposition by any member of the Xxxxxxxx Fresh German Group, to the Term Loans B Loans; (D) with respect to be applied PRO RATA all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the remaining principal installments thereof and Xxxxxxxx Fresh German Group),/ /unless CBI shall otherwise elect a different application in its discretion (y1) SECOND first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III)Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Xxxxxxxx Fresh German Group, (1) FIRST to the Term B Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement. Upon each application of funds pursuant to this Section 2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender's Existing Commitment shall be reduced by its Pro Rata Share of the amount so applied and the CBI Maximum Credit Line shall be reduced by the amount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows:: CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A) and Section 2.05(b)(i)(E), ratably to Domestic Revolving Loans and Swing Line Loans and (after all Domestic Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (ii) [reserved]; (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a cash collateral account in respect corresponding permanent reduction of Letter of Credit Obligations, the respective Commitments; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments of each Loan), then (after the Term Loan and the Incremental Term Loan have been paid in full) ratably to the Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and Cash Collateralize L/C Obligations; and (2C) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(v)(A), (1) FIRST at the Borrower’s direction to the Term Loans, but only Loan and to the extent the Asset Disposition is of harvesting and processing machinery and equipmentIncremental Term Loan, to be applied PRO RATA the Domestic Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the remaining principal installments thereof and (2) SECOND to the Domestic Revolving Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans and Swing Line Loans shall have been repaidrepaid in full) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations and (Dy) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.05(b)(v)(B), unless the Company shall otherwise elect in its discretion (1) FIRST ratably to the Canadian Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to Eurodollar Rate Loans and CDOR Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event of Default Prepayments pursuant to this Section 2.05 shall have occurred and be continuing, amounts on deposit not result in any cash collateral account a permanent reduction in the Commitments in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security AgreementRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts Subject to Section 2.17(h), any amount required to be paid pursuant to this SECTION 2.3(BSections 2.15(a) through 2.15(e) shall be applied as follows: follows (A) with respect so long as, after giving effect to all amounts prepaid the transactions pursuant to SECTION 2.3(B)(I)Sections 2.15(a) through 2.15(e) and such application of payments below, no Event of Default has occurred and is then continuing, including without, limitation, compliance with the Applicable Loan to Value Ratio): first, to Revolving prepay the Terms Loans, applied on a pro rata basis to the remaining scheduled the Installments of principal of the Term Loans, and thereafter to any remaining principal amount of the Term Loans; second, to prepay Second Lien Term Loans and (after all Revolving in accordance with the Second Lien Credit Agreement; third, to prepay the Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligationsthe full extent thereof; fourth, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), (1) FIRST to prepay the Revolving Loans and (after all Revolving Loans have been repaid) pay any outstanding reimbursement obligations with respect to a cash collateral account in respect of Letter Letters of Credit Obligations and (2) SECOND to Term Loans pay any outstanding reimbursement obligations with respect to be applied PRO RATA Synthetic Letters of Credit, in each case to the remaining full extent thereof, on a pro rata basis (in accordance with the outstanding principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to amount of the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect amount of Letter of Credit Obligations, (C) outstanding reimbursement obligations with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III)Letters of Credit, (1) FIRST to on the Term Loansone hand, but only to and the extent the Asset Disposition is amount of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) outstanding reimbursement obligations with respect to all amounts prepaid pursuant Synthetic Letters of Credit, on the other hand,); and fifth, to SECTION 2.3(B)(IV)cash collateralize, unless the Company shall otherwise elect on a pro rata basis, outstanding Letters of Credit (without a reduction in its discretion (1) FIRST to the Revolving Loans Commitments) on the one hand, and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter outstanding Synthetic Letters of Credit Obligations and (2) SECOND to reduce the Term Loans, to be applied PRO RATA to Synthetic LC Commitments by the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction amount of such Letter of Credit Obligations. Upon and during cash collateralization, on the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementother hand.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(B) Section 2.6 shall be applied as follows: (A1) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.6(b)(i)(A) and (B), to Swingline Loans, then to Revolving Loans and (after all Swingline Loans and Revolving Loans have been repaid) to a cash collateral account in to cash collateralize outstanding LOC Obligations; and (2) with respect of Letter of Credit to all amounts prepaid pursuant to Section 2.6(b)(i)(C), to a cash collateral account to cash collateralize outstanding LOC Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.6(b)(iii), pro rata (1) FIRST to prepay the Term Loans (pro rata to the Term B Loan (pro rata to the remaining amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder)) and (2) to reduce the Revolving Committed Amount (and, to the extent outstanding, to prepay the Revolving Loans and (after all Revolving Loans have been repaid) to cash collateralize the LOC Obligations outstanding by a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA corresponding amount), it being understood that, to the remaining principal installments thereof and in connection with a Collateral Loss extent that Revolving Loans and/or LOC Obligations are not outstanding, the Company shall be entitled to harvesting and processing machinery and equipment, (x) FIRST retain the portion of any prepayment amount applied to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to reduce the Revolving Loans and (after all Revolving Loans have been repaid) Committed Amount in an aggregate amount equal to a cash collateral account in respect of Letter of Credit Obligations, such reduction; and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.6(b)(ii), (iv) and (v), (1) FIRST until the Term Loans have been paid in full, first to prepay the Term Loans (pro rata to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA B Loan (pro rata to the remaining principal installments thereof amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder)) and (2) SECOND after the Term Loans have been paid in full, to reduce the Revolving Committed Amount (and, to the extent outstanding, to prepay first Swingline Loans and then the Revolving Loans and (after all Swingline Loans and Revolving Loans have been repaid) to cash collateralize LOC Obligations by a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVcorresponding amount), unless it being understood that, to the extent that Revolving Loans and/or LOC Obligations are not outstanding, the Company shall otherwise elect in its discretion (1) FIRST be entitled to retain the portion of any prepayment amount applied to reduce the Revolving Loans and (after all Revolving Loans have been repaid) Committed Amount in an aggregate amount equal to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofsuch reduction. Within the parameters of the applications set forth above for above, each mandatory prepayment required by this Section 2.6(b) shall be applied (i) with regard to Revolving Loans, prepayments shall be applied first to Base Rate ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturitiesmaturities and (ii) with regard to Term Loans, pro rata to all outstanding Term Loans. All prepayments under this SECTION 2.3(B) Each such mandatory prepayment shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Sections 2.6(c) and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 3.5 and shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 3.3(b)(ii), pro rata to the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in each case ratably to the remaining Principal Amortization Payments thereof), (C) in connection with a Collateral Loss respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than a Collateral Loss in respect of harvesting any Asset Disposition (x) involving Property described on SCHEDULE 3.3(b)(vii) or (y) involving the Sale and processing machinery and equipmentLeaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13), (iv) or (v), pro rata to (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations and (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (2) SECOND to Term any term loan portion of the Acquisition Loans to be applied PRO RATA (ratably to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentPrincipal Amortization Payments thereof), (x3) FIRST to the Tranche A Term Loans to be applied PRO RATA Loan (ratably to the remaining principal installments thereof Principal Amortization Payments thereof) and the Tranche B Term Loan (y) SECOND ratably to the remaining Principal Amortization Payments thereof), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, LOC Obligations (Cwithout any reduction in the Revolving Committed Amount) (E) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1Section 3.3(b)(iii) FIRST to the Term Loans, but only to the extent the in respect of any Asset Disposition is involving the Sale and Leaseback Transaction of harvesting and processing machinery and equipmentthe real property portion of the MD Assets as permitted by Section 8.13, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Acquisition Loans and (after all Revolving Acquisition Loans have been repaid) to a cash collateral account as provided in respect of Letter of Credit Obligations (C) above and (DF) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 3.3(b)(vi), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loansfirst, to be applied PRO RATA any revolving loan portion of the Acquisition Loans (ratably to the remaining principal installments Principal Amortization Payments thereof) and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv) or (v) to the extent there are sufficient outstandings under the Tranche A Term Loans and/or any term portion of the Acquisition Loans to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata the term loan portion(s) of the Acquisition Loans, the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.3(b)(ii)-(iii) in connection with a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition, (other than a Collateral Loss an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of harvesting and processing machinery and equipment), the Cxxxxxxx Fresh German Group) (1) FIRST first to the Original Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (23) SECOND to Term Loans to be applied PRO RATA third to the remaining principal installments thereof and Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with a Collateral Loss to harvesting and processing machinery and equipmentan Asset Loss, (x) FIRST Asset Disposition or Specified Asset Disposition by any member of the Cxxxxxxx Fresh German Group, to the Term Loans B Loans; (D) with respect to be applied PRO RATA all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the remaining principal installments thereof and Cxxxxxxx Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (y1) SECOND first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C2) second to the Original Term Loans, to be applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III)Section 2.3(b)(iv) in connection with an Equity Issuance by any member of the Cxxxxxxx Fresh German Group, (1) FIRST to the Term B Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement. Upon each application of funds pursuant to this Section 2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender’s Existing Commitment shall be reduced by its Pro Rata Share of the amount so applied and the CBI Maximum Credit Line shall be reduced by the amount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), ratably to Domestic Revolving A Loans and Swing Line Loans and (after all Domestic Revolving A Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Canadian Revolving Loans; and (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a cash collateral account in respect corresponding permanent reduction of Letter of Credit Obligations, the respective Commitments; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv) first pro rata to the Term Loan A-1, Term Loan A-2 and the Incremental Term Loan (ratably to the remaining principal amortization payments of each Loan), then (after the Term Loan X-0, Xxxx Xxxx X-0 and the Incremental Term Loan have been paid in full) ratably to the Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and Cash Collateralize L/C Obligations; and (2C) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(v)(A), (1) FIRST at the Borrower’s direction to the Term LoansLoan, but only A-1, Term Loan A-2 and to the extent the Asset Disposition is of harvesting and processing machinery and equipmentIncremental Term Loan, to be applied PRO RATA the Domestic Revolving A Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the remaining principal installments thereof and (2) SECOND to the Domestic Revolving A Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving A Loans and Swing Line Loans shall have been repaidrepaid in full) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations and (Dy) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.05(b)(v)(B), unless the Company shall otherwise elect in its discretion (1) FIRST ratably to the Canadian Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event of Default Prepayments pursuant to this Section 2.05 shall have occurred and be continuing, amounts on deposit not result in any cash collateral account a permanent reduction in the Commitments in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security AgreementRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i)(A), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations; (C) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentrespect to all amounts prepaid pursuant to Section 3.3(b)(iii), (1iv), (vi) FIRST or (vii), first to the Term Loan (credited first, with respect to prepayments pursuant to clause (vi) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal), then, after the Term Loan is paid in full, to the Swing Line Loans, then, after the Swing Line Loans are paid in full, to the Revolving Loans and, finally (after all Revolving Loans and Swing Line Loans have been repaid), to a cash collateral account in respect of LOC Obligations; and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii) or (v), pro rata to (x) the Term Loan (credited first, with respect to prepayments pursuant to clause (v) above only, to installments due in the next succeeding six months (to the extent requested by the Borrower) and then, with respect to all other amounts, pro rata with respect to each remaining installment of principal) and (y) the Revolving Loans and Swing Line Loans, with outstanding Swing Line Loans prepaid first and then Revolving Credit Loans prepaid second, and (after all Revolving Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter LOC Obligations (with, in the case of Credit Obligations and (2) SECOND to Term Loans to be prepayments applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans pursuant to clause (ii) above, and (after all only if an Event of Default has occurred, a corresponding permanent reduction in the Revolving Loans have been repaid) Committed Amount; provided, however, that, on the 350th day following the receipt by a Consolidated Party of the Net Cash Proceeds that gave rise to such prepayment, there shall be a permanent reduction in the Revolving Committed Amount that corresponds to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid prepayment applied pursuant to SECTION 2.3(B)(III), Section 3.3(b)(ii) and clause (1y) FIRST to the Term Loans, but only above (to the extent the Asset Disposition is that no prior permanent reduction of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans Committed Amount has occurred) if, on such 350th day, such Net Cash Proceeds have not been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVapplied toward Eligible Reinvestments), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.8(b)(i)(A), to Revolving the Dollar Revolving-1 Loans and then (after all Revolving Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Letter of Credit Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.8(b)(i)(B), (1) FIRST to the Revolving Multi-currency Revolving-1 Loans and then (after all Revolving Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations Multi-currency LOC Obligations, and (2C) SECOND with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first, pro rata to the Tranche A-1 Term Loans to be applied PRO RATA Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan (ratably to the remaining principal installments thereof and in connection with thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan and/or the Tranche C Term Loan, as applicable, may decline to accept a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST mandatory prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loans Loan outstanding to be applied PRO RATA paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan held by Lenders accepting such prepayments, and (2) second, pro rata to the remaining principal installments thereof Dollar Revolving-1 Loans and (y) SECOND to the Revolving Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving Revolving-1 Loans have been repaid) to a cash collateral account in respect of Letter of Credit Dollar LOC Obligations and Multi-currency LOC Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofpro rata. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.8(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 2.18 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter prepayment. Any prepayments of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and Tranche B-1 Term Loan made during the continuance period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 pursuant to Section 2.8(b)(ii) will require payment of an Event a premium of Default, amounts 0.50% of the principal amount being prepaid on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementsuch date.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), ratably to Domestic Revolving A Loans and Swing Line Loans and (after all Domestic Revolving A Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Multi Currency Revolving B Loans ; and (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a cash collateral account in respect corresponding permanent reduction of Letter of Credit Obligations, the respective Commitments; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments of each Loan), then (after the Term Loan and the Incremental Term Loan have been paid in full) to the Revolving Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, ; and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(v), (1) FIRST at the Borrower’s direction to the Term Loan, to the Incremental Term Loan, to the Domestic Revolving A Loans, but only Swing Line Loans or Multi Currency Revolving B Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the extent the Asset Disposition is of harvesting and processing machinery and equipmentDomestic Revolving A Loans, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Swing Line Loans and Multi Currency Revolving B Loans), and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, Incremental Term Loans, Domestic Revolving A Loans, Swing Line Loans and Multi Currency B Revolving Loans shall have been repaid in full) to be applied PRO RATA to the remaining principal installments thereofCash Collateralize L/C Obligations. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans Loans, and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event of Default Prepayments pursuant to this Section 2.05 shall have occurred and be continuing, amounts on deposit not result in any cash collateral account a permanent reduction in the Commitments in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security AgreementRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), to Revolving A Loans and Domestic Swing Line Loans and (after all Revolving A Loans and Domestic Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans and Foreign Swing Line Loans, (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving C Loans, (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Domestic Swing Line Loans or Foreign Swing Line Loans, as applicable, and (v) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(E), to Revolving D Loans; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.05(b)(ii), (iii) in connection with a Collateral Loss (other than a Collateral Loss the proceeds of harvesting any Refinancing Indebtedness which, for the avoidance of doubt, shall be applied solely to the Refinanced Debt) and processing machinery and equipment(iv), first pro rata to the Term A Loan, the Term B-3 Loan, the Term B-4 Loan and any other Incremental Term Loan (1in each case, ratably to the remaining principal amortization payments), then (after the Term A Loan, the Term B-3 Loan, the Term B-4 Loan and any other Incremental Term Loan have been paid in full) FIRST to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash CHAR1\1829960v3 Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of Letter the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of Credit Obligations and (2) SECOND to the Term Loans A Loan, the Term B-3 Loan, the Term B-4 Loan or any other Incremental Term Loan to be applied PRO RATA ratably to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentamortization payments thereof), so long as (x) FIRST to at the Term Loans to be applied PRO RATA to the remaining principal installments thereof time of any such prepayment there exists no Default and (y) SECOND the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans and (after all Revolving Loans have been repaid) such prepayment, is less than 3.50 to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof1.00. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans, then to Alternative Currency Daily Rate Loans, then to Eurocurrency Rate Loans and then lastly to Eurodollar Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans and (after all Revolving Loans have been repaid) Loans, and, third, to a cash collateral account in respect of Letter of Credit Cash Collateralize the remaining L/C Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.05(b)(ii), (1) FIRST if the relevant Disposition is a Sale and Leaseback Transaction with respect to a free-standing emergency medical care or hospital facility acquired or developed after the Closing Date, then, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans and Loans, and, third, to Cash Collateralize the remaining L/C Obligations (after all in each case without a reduction in the Aggregate Revolving Loans have been repaidCommitments) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND otherwise, first, to the Term Loans to be applied PRO RATA Loan (to the remaining principal installments thereof and amortization payments in connection with a Collateral Loss to harvesting and processing machinery and equipmentinverse order of maturity), (x) FIRST second, ratably to the Term Loans to be applied PRO RATA L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining principal installments thereof and L/C Obligations (y) SECOND to in each case without a reduction in the Aggregate Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Commitments); and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(iii), (1) FIRST first to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA Loan (to the remaining principal installments thereof and (2) SECOND amortization payments in inverse order of maturity), second, ratably to the Revolving Loans L/C Borrowings and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV)the Swing Line Loans, unless the Company shall otherwise elect in its discretion (1) FIRST third, to the outstanding Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, and, fourth, to be applied PRO RATA to Cash Collateralize the remaining principal installments thereofL/C Obligations (in each case without a reduction in the Aggregate Revolving Commitments). Within the parameters of the applications set forth above for Revolving Loansabove, 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 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 2.3(b)(ii) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), (1) FIRST first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND second to Term Loans to be applied PRO RATA pro rata to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST first to the Term Loans to be applied PRO RATA pro rata to the remaining principal installments thereof and (y) SECOND second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.3(b)(iii), (1) FIRST first to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA pro rata to the remaining principal installments thereof and (2) SECOND second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.3(b)(iv), unless the Company shall otherwise elect in its discretion (1) FIRST first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND second to the Term Loans, to be applied PRO RATA pro rata to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.3(b) shall be subject to SECTION Section 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.9(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.9(b)(i), (1) first to Revolving the outstanding Swingline Loans and (after all 2) second to the outstanding Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Loans; and (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.9(b)(ii) in connection with a Collateral Loss through (other than a Collateral Loss of harvesting and processing machinery and equipmentvi), (1) FIRST first to the Initial Term Loan and the Delayed Draw Term Loan (pro rata to the remaining scheduled principal payments of the Initial Term Loan Lenders and Delayed Draw Term Loan Lenders that accept such prepayment, it being understood that the Initial Term Loan Lenders and Delayed Draw Term Loan Lenders shall have the right to decline their portion of such prepayment (with any declined amount to be then applied ratably to the Initial Term Loan Lenders and the Delayed Draw Term Loan Lenders accepting such payments)), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount) and (after all Revolving Loans have been repaid4) fourth to a cash collateral account in respect of Letter LOC Obligations (without a corresponding reduction of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIILOC Committed Amount), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.9(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 2.9(d) and Section 2.18 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.09(b) shall be applied as follows: (A) with respect to all amounts prepaid paid pursuant to SECTION 2.3(B)(I), to Revolving Loans and (after all Revolving Loans have been repaidSection 2.09(b)(i) to a cash collateral account in respect of Letter of Credit Obligations, the order provided in such Section; and (B) with respect to all amounts prepaid paid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.09(b)(ii), (iii), (iv), (v) or (vi) (1) FIRST first, to the Term B Loans (ratably to the remaining Principal Amortization Payments of all Classes thereof, provided that the Borrower may elect to cause all or a portion of such prepayment of Term B Loans to be applied to the remaining Principal Amortization Payments of all Classes thereof in direct order of maturity, due in the twelve month period commencing on the date of prepayment, in which case such prepayment shall be applied ratably to multiple Principal Amortization Payments due on the same Principal Amortization Payment Date based on the outstanding principal balances of such Principal Amortization Payments) and (2) second, (x) to the Revolving Loans and (after all ratably between Classes of Revolving Loans have been repaid) to (with a cash collateral account corresponding reduction in respect of Letter of Credit Obligations and the Revolving Committed Amount (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof R-1 Revolving Commitments and in connection with a Collateral Loss R-2 Revolving Commitments based on the amounts of the applicable Classes of Revolving Loans so prepaid) pursuant to harvesting and processing machinery and equipmentSection 2.10(b)), (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND then to Swingline Loans (with a corresponding reduction in the Revolving Loans Committed Amount (applied ratably to R-1 Revolving Commitments and R-2 Revolving Commitments) and the Swingline Committed Amount pursuant to Section 2.10(b)), and (after all Revolving Loans have been repaidz) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Cash Collateralize LC Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans, (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and Foreign Swing Line Loans, and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Domestic Swing Line Loans or Foreign Swing Line Loans, as applicable; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv), first pro rata to the Term A Loan, the Term B Loan and any Incremental Term Loan (in each case, ratably to the remaining principal amortization payments), then (after the Term A Loan, the Term B Loan and any Incremental Term Loan have been paid in full) to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of Letter the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of Credit Obligations and (2) SECOND to the Term Loans A Loan, the Term B Loan or any Incremental Term Loan to be applied PRO RATA ratably to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentamortization payments thereof), so long as (x) FIRST to at the Term Loans to be applied PRO RATA to the remaining principal installments thereof time of any such prepayment there exists no Default and (y) SECOND the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans and (after all Revolving Loans have been repaid) such prepayment, is less than 3.50 to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof1.00. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i), first to Revolving Swingline Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), (1) FIRST then to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iv) or (v), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization Payments thereof) and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), pro rata to (1) the Swingline Loans, (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, LOC Obligations (C) with respect a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts prepaid applied pursuant to SECTION 2.3(B)(IIIthis clause (2)), (13) FIRST the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and (4) the Tranche B Term LoansLoan (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), but only (iii), (iv) or (v) to the extent the Asset Disposition is of harvesting and processing machinery and equipment, there are sufficient Tranche A Term Loans outstanding to be applied PRO RATA to paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the remaining principal installments thereof and (2) SECOND to the Revolving Tranche A Term Loans and (after all Revolving the Tranche B Term Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofheld by Lenders accepting such prepayments. Within the parameters of the applications set forth above for above, prepayments of Revolving Loans, prepayments the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), first, to Revolving Swing Line Loans, second, to Committed Loans and (after all Revolving the Committed Loans have been repaid) to a cash collateral account in respect of Letter of Credit L/C Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.05(b)(i)(B), to a cash collateral account in respect of L/C Obligations, (1C) FIRST with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), to Swing Line Loans, (D) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), first to the Revolving Swing Line Loans and then Committed Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter L/C Obligations (with a corresponding reduction in the Aggregate Commitments in an amount equal to all amounts applied, or available to be applied, to Swing Line Loans, Committed Loans and in respect of Credit L/C Obligations pursuant to this clause (D)) and (2E) SECOND with respect to Term Loans all amounts prepaid pursuant to be applied PRO RATA Section 2.05(b)(iii) or (iv), first to the remaining principal installments thereof Swing Line Loans and in connection with a Collateral Loss then to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Committed Loans and (after all Revolving Committed Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit L/C Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 2.05 would have the effect of Default reducing the Aggregate Commitments below the amount necessary to support L/C Obligations, such portion of the prepayment shall have occurred and be continuing, amounts on deposit in any applied to a cash collateral account in respect of Letter of Credit such L/C Obligations and the Aggregate Commitments shall not be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementreduced thereby.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i)(A), to Revolving Loans and (after all the Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (1C) FIRST with respect to all amounts prepaid pursuant to 3.3(b)(i)(C), to Swingline Loans, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Swingline Loans and then Revolving Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied, or available to be applied, to Revolving Loans and in respect of Credit LOC Obligations pursuant to this clause (D)) and (2E) SECOND with respect to Term Loans all amounts prepaid pursuant to be applied PRO RATA Section 3.3(b)(iii) or (iv), first to the remaining principal installments thereof Swingline Loans and in connection with a Collateral Loss then to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10Section 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 3.3 would have the effect of Default reducing the Revolving Committed Amount below the amount necessary to support LOC Obligations, such portion of the prepayment shall have occurred and be continuing, amounts on deposit in any applied to a cash collateral account in respect of Letter of Credit such LOC Obligations and the Revolving Committed Amount shall not be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementreduced thereby.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i), to Revolving Loans and (after all 48 Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), pro rata to the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in each case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii)), (iv) or (v), pro rata to (1) Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof), (3) the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, LOC Obligations (Bwithout any reduction in the Revolving Committed Amount) and (E) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 3.3(b)(vi), first, to any revolving loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) in connection with and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). One or more holders of the Tranche B Term Loans may decline to accept a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentmandatory prepayment under Sections 3.3(b)(ii), (1iii), (iv) FIRST or (v) to the Revolving extent there are sufficient outstandings under the Tranche A Term Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect and/or any term portion of Letter of Credit Obligations and (2) SECOND to Term the Acquisition Loans to be applied PRO RATA to paid with such prepayment, in which case such declined prepayments shall be allocated pro rata the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentterm loan portion(s) of the Acquisition Loans, (x) FIRST to the Tranche A Term Loans to be applied PRO RATA to and the remaining principal installments thereof and (y) SECOND to the Revolving Tranche B Term Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofheld by Lenders accepting such prepayments. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), ratably to Domestic Revolving Loans and Swing Line Loans and (after all Domestic Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), ratably to Multi Currency Revolving Loans (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a cash collateral account in respect corresponding permanent reduction of Letter of Credit Obligations, the respective Commitments; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments of each Loan), then (after the Term Loan and the Incremental Term Loan have been paid in full) ratably to the Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and Cash Collateralize L/C Obligations; and (2C) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(v)(A), (1) FIRST at the Borrower’s direction to the Term Loan and to the Incremental Term Loan, to the Domestic Revolving Loans, but only Multi Currency Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the extent the Asset Disposition is of harvesting and processing machinery and equipmentDomestic Revolving Loans, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Multi Currency Revolving Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans, Multi Currency Revolving Loans and Swing Line Loans shall have been repaidrepaid in full) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations and (Dy) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.05(b)(v)(B), unless the Company shall otherwise elect in its discretion (1) FIRST ratably to the Canadian Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event of Default Prepayments pursuant to this Section 2.05 shall have occurred and be continuing, amounts on deposit not result in any cash collateral account a permanent reduction in the Commitments in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security AgreementRevolving Loans so prepaid.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 3.3(b)(ii), Section 3.3(b)(iv) or Section 3.3(b)(v), pro rata to the Tranche A Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in connection each case ratably to the remaining Principal Amortization Payments thereof), (C) with a Collateral Loss respect to all amounts prepaid pursuant to Section 3.3(b)(iii) (other than a Collateral Loss in respect of harvesting any Asset Disposition (x) involving Property described on Schedule 3.3(b)(vii) or (y) involving Sale and processing machinery and equipmentLeaseback Transactions of the real property portion of the MD Assets as permitted by Section 8.13), pro rata to (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations and (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (2) SECOND to Term any term loan portion of the Acquisition Loans to be applied PRO RATA (ratably to the remaining principal installments thereof Principal Amortization Payments thereof) and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x3) FIRST to the Tranche A Term Loans to be applied PRO RATA Loan (ratably to the remaining principal installments thereof and Principal Amortization Payments thereof), (yD) SECOND with respect to the all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving Property described on Schedule 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit ObligationsLOC Obligations (without any reduction in the Revolving Committed Amount), (CE) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1Section 3.3(b)(iii) FIRST to the Term Loans, but only to the extent the in respect of any Asset Disposition is involving the Sale and Leaseback Transaction of harvesting and processing machinery and equipmentthe real property portion of the MD Assets as permitted by Section 8.13, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Acquisition Loans and (after all Revolving Acquisition Loans have been repaid) to a cash collateral account as provided in respect of Letter of Credit Obligations and (DC) above, (F) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV)Section 3.3(b)(iv) in respect of a Debt Issuance of Subordinated Notes occurring within 90 days after the Amendment No. 4 Effective Date, unless to Acquisition Loans (without any reduction in the Company shall otherwise elect in its discretion (1Acquisition Loan Committed Amount) FIRST to the Revolving Loans and (after all Revolving Acquisition Loans have been repaid) to a cash collateral account Revolving Loans (without any reduction in respect of Letter of Credit Obligations the Revolving Committed Amount) and (2G) SECOND with respect to the Term Loansall amounts prepaid pursuant to Section 3.3(b)(vi), first, to be applied PRO RATA any revolving loan portion of the Acquisition Loans (ratably to the remaining principal installments Principal Amortization Payments thereof) and then to any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof). Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans, (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and Foreign Swing Line Loans, and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Domestic Swing Line Loans or Foreign Swing Line Loans, as applicable; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.05(b)(ii) in connection with a Collateral Loss and (other than a Collateral Loss of harvesting and processing machinery and equipmentiii), first pro rata to the Term Loan, the Add-On Term Loan and the Incremental Term Loan (1in each case, ratably to the remaining principal amortization payments), then (after the Term Loan, the Add-On Term Loan and the Incremental Term Loan have been paid in full) FIRST to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Aggregate Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIICommitments), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A) by the Company, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving A Loans, and, third, to Cash Collateralize the remaining L/C Obligations, and (ii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, B Loans. (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 2.05(b)(ii)(A) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment)by the Company, (1) FIRST first, to the outstanding Revolving A Loans and (after all Revolving Loans have been repaid) denominated in Alternative Currencies, and, second, to a cash collateral account Cash Collateralize the L/C Obligations denominated in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Alternative Currencies; (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(i)(A), (1Section 2.05(b)(ii)(A), Section 2.05(b)(ii)(B) FIRST or Section 2.05(b)(iii) by a Designated Borrower, to the Term Loans, but only outstanding Revolving A Loans made to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and Designated Borrowers; and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV)Section 2.05(b)(iii) by the Company, unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND first, ratably to the Term Loans, to be applied PRO RATA Loans (ratably to the remaining principal installments amortization payments thereof), second, to the outstanding Revolving B Loans and Total Revolving A Outstandings, ratably, without a corresponding reduction in the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments, as applicable (with any application to the Total Revolving A Outstandings to be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving A Loans, and, third, to Cash Collateralize the remaining L/C Obligations). Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i), first to Revolving Swingline Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), (1) FIRST then to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), Section 3.3(b)(iv) or Section 3.3(b)(v)(A), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization Payments thereof) and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or Section 3.3(b)(v)(B), pro rata to (1) the Swingline Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit ObligationsLOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (2)), (C3) the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and (4) the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof); provided, however, that in connection with a Sponsor Equity Issuance consummated at a time that the Total Leverage Ratio as of the most recent fiscal quarter end with respect to which the Agent has received the Required Financial Information is equal to or less than 6.5 to 1.0, all amounts required to be prepaid pursuant to SECTION 2.3(B)(IIISection 3.3(b)(v)(B) shall be applied by the Borrower in the manner provided in Section 3.3(a). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii), (1Section 3.3(b)(iii), Section 3.3(b)(iv) FIRST to the Term Loans, but only or Section 3.3(b)(v) to the extent the Asset Disposition is of harvesting and processing machinery and equipment, there are sufficient Tranche A Term Loans outstanding to be applied PRO RATA to paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the remaining principal installments thereof and (2) SECOND to the Revolving Tranche A Term Loans and (after all Revolving the Tranche B Term Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofheld by Lenders accepting such prepayments. Within the parameters of the applications set forth above for above, prepayments of Revolving Loans, prepayments the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.12 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (1) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(x), to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to a cash collateral account Cash Collateralize L/C Obligations;, (2) with respect to all amounts paid pursuant to Section 2.05(b)(i)(y), to Revolving B Loans and (3) with respect to all amounts paid pursuant to Section 2.05(b)(i)(z), to Loans denominated in respect of Letter of Credit Obligations, Alternative Currencies and (after all Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.05(b)(ii) in connection with a Collateral Loss and (other than a Collateral Loss of harvesting and processing machinery and equipmentiii), first to the Term Loan (1ratably to the remaining principal amortization payments of the Term Loan), then (after the Term Loan has been paid in full) FIRST pro rata to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Aggregate Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Commitments); (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISections 2.05(b)(ii) and (iii), after the application of proceeds pursuant to subclauses (1A) FIRST and (B) above, the balance, if any, to the Term LoansLoan Parties, but only to as directed by the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofBorrower. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar EurodollarEurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.05(b)(i)(B), (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account denominated in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Alternative Currencies ; and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.05(b)(ii), (1) FIRST pro rata to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA Loans (to the remaining principal installments thereof amortization payments in inverse order of maturity) and the Revolving Loans, Swing Line Loans and L/C Obligations (2) SECOND to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and Cash Collateralize L/C Obligations). (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.05(b)(iii), unless (iv), (v) and (vi), first to the Company shall otherwise elect Term Loans (to the remaining principal amortization payments in its discretion inverse order of maturity), then (1after the Term Loans have been paid in full) FIRST to the Revolving Loans and Swing Line Loans (with a corresponding reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (with a cash collateral account corresponding reduction in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofAggregate Revolving Commitments). Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.7(b) shall be applied as follows: : (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.7(b)(i), (1) first, to the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction to the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.7(b)(ii), (iii) in connection with a Collateral Loss and (other than a Collateral Loss of harvesting and processing machinery and equipmentiv), (1) FIRST first, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Committed Amount), (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of Letter of Credit LOC Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.7(b)(vi), (1) FIRST first, to the Term Loans, but only outstanding Swingline Loans (with a corresponding permanent reduction to the extent Revolving Committed Amount but not the Asset Disposition is of harvesting and processing machinery and equipmentSwingline Committed Amount (other than pursuant to Section 2.6(b))), to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND second, to the outstanding Revolving Loans (with a corresponding permanent reduction to the Revolving Loans Committed Amount) and (3) third (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofLOC Obligations. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. All prepayments under this SECTION 2.3(BSection 2.7(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 2.17 and be continuing, amounts accompanied by interest on deposit in any cash collateral account in respect the principal amount prepaid through the date of Letter of Credit Obligations shall be remitted promptly prepayment. (b) A new clause (vi) is hereby added to the Borrowers upon satisfaction end of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement.section to read as follows:

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(Bsubsection 2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(Isubsection 2.6(b)(i)(A), to U.S. Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentsubsection 2.6(b)(i)(B), (1) FIRST to the U.S. Revolving Loans and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentLOC Obligations, (xC) FIRST with respect to the Term all amounts prepaid pursuant to subsection 2.6(b)(i)(C), to Multicurrency Revolving Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (CD) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIIsubsection 2.6(b)(i)(D), (1) FIRST to the Term Swingline Loans, but only (E) with respect to the extent the Asset Disposition is of harvesting and processing machinery and equipmentall amounts prepaid pursuant to subsection 2.6(b)(i)(E), to be applied PRO RATA a cash collateral account in respect of LOC Obligations, (F) with respect to the remaining principal installments thereof and (2) SECOND all amounts prepaid pursuant to the subsection 2.6(b)(i)(F), to Canadian Revolving Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of Letter of Credit BA Obligations and in accordance with subsection 2.18(g), (DG) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVsubsection 2.6(b)(i)(G), unless to Term Loans under the Company applicable Term Loan Tranche (and if the Term Loan being prepaid is the Tranche A Term Loan, then such payments shall otherwise elect in its discretion be applied pro rata across amortization payment maturities), (1H) FIRST with respect to all amounts prepaid pursuant to subsections 2.6(b)(ii), 2.6(b)(iii)(B) and 2.6(b)(iv), first to reduce the Tranche B Term Loan, second to reduce the Tranche C Term Loan and third to reduce the Tranche A Term Loan (such reduction of the Tranche A Term Loan to be pro rata across amortization payment maturities), and (I) with respect to all amounts prepaid pursuant to subsection 2.6(b)(iii)(A), first to Revolving Credit Loans (pro rata among U.S. Revolving Loans, Multicurrency Revolving Loans and Canadian Revolving Loans) and to permanently reduce the Revolving Committed Amounts (after all Revolving Loans have been repaid) on a pro rata basis), second to a cash collateral account in respect reduce the Tranche B Term Loan, third to reduce the Tranche C Term Loan and fourth to reduce the Tranche A Term Loan (such reduction of Letter of Credit Obligations and (2) SECOND to the Tranche A Term Loans, Loan to be applied PRO RATA to the remaining principal installments thereofpro rata across amortization payment maturities). Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement.to

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (1) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(x), to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, (2) with respect to all amounts paid pursuant to Section 2.05(b)(i)(y), to Revolving B Loans and (3) with respect to all amounts paid pursuant to Section 2.05(b)(i)(z), to Loans denominated in Alternative Currencies and (after all Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSections 2.05(b)(ii), (1iii) FIRST and (iv), first to the Term A1 Loan and Term A2 Loan (on a pro rata basis ratably to the remaining principal amortization payments of the Term A1 Loan and the Term A2 Loan), then (after the Term A1 Loan and the Term A2 Loan have been paid in full) pro rata to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Aggregate Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Commitments); (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISections 2.05(b)(ii) and (iii), after the application of proceeds pursuant to subclauses (1A) FIRST and (B) above, the balance, if any, to the Term LoansLoan Parties, but only to as directed by the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofBorrower. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(B) Section 2.6 shall be applied as follows: (A) (1) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.6(b)(i)(A) and (B), to Swingline Loans, then to Revolving Loans and (after all Swingline Loans and Revolving Loans have been repaid) to a cash collateral account in to cash collateralize outstanding LOC Obligations; and (2) with respect of Letter of Credit to all amounts prepaid pursuant to Section 2.6(b)(i)(C), to a cash collateral account to cash collateralize outstanding LOC Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.6(b)(iii), pro rata (1) FIRST to prepay the Term Loans (pro rata to the Revolving Loans Term B Loan (pro rata to the remaining amortization payments thereunder) and the Incremental Term Loan (after all Revolving Loans have been repaidpro rata to the remaining amortization payments thereunder)) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term prepay the Swingline Loans and then to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to prepay the Revolving Loans and (after all without any reduction in the Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, Committed Amount); and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.6(b)(ii), (iv) and (v), (1) FIRST until the Term Loans have been paid in full, first to prepay the Term Loans (pro rata to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA B Loan (pro rata to the remaining principal installments thereof amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder)) and (2) SECOND after the Term Loans have been paid in full, to prepay the Swingline Loans and then to prepay the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account without any reduction in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofCommitted Amount). Within the parameters of the applications set forth above for above, each mandatory prepayment required by this Section 2.6(b) shall be applied (i) with regard to Revolving Loans, prepayments shall be applied first to Base Rate ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturitiesmaturities and (ii) with regard to Term Loans, pro rata to all outstanding Term Loans. All prepayments under this SECTION 2.3(B) Each such mandatory prepayment shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Sections 2.6(c) and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations 3.5 and shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All Subject to the next ------------------------------------ succeeding paragraph, all amounts required to be paid pursuant to this SECTION 2.3(BSection 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), pro rata to (1) FIRST the Term Loan and (2) the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (2)) and in the event the Term Loan shall have been fully repaid, all to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied, or available to be applied, to Revolving Loans and in respect of Credit LOC Obligations pursuant to this clause (C)) and (2D) SECOND with respect to Term Loans all amounts prepaid pursuant to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentSection 3.3(b)(iii) or (iv), (x) FIRST to the Term Loans to be applied PRO RATA to Loan and, in the remaining principal installments thereof and (y) SECOND to event that the Term Loan shall have been fully repaid, the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, LOC Obligations (C) with respect a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts prepaid pursuant applied, or available to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipmentbe applied, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit LOC Obligations and pursuant to this clause (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof). Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 3.3(b) shall be subject to SECTION 4.10Section 3.12, but otherwise without premium or penalty, except for any applicable Term Loan Prepayment Fee, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. So long as no Event Notwithstanding the foregoing, (i) to the extent that any mandatory prepayment required under this Section 3.3 would have the effect of Default reducing the Revolving Committed Amount below the amount necessary to support LOC Obligations, such portion of the prepayment shall have occurred and be continuing, amounts on deposit in any applied to a cash collateral account in respect of Letter such LOC Obligations and the Revolving Committed Amount shall not be reduced thereby and (ii) the Borrower shall not be required to reduce the Revolving Committed Amount in connection with any mandatory prepayment of Credit Obligations shall be remitted promptly Revolving Loans to the Borrowers upon satisfaction extent the then current book value of such Letter the Properties of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with Consolidated Parties after giving effect to the Security Agreementrelevant transaction is greater than or equal to $1,500,000,000.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) (i) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i)(A), to Revolving A Loans and Domestic Swing Line Loans and (after all Revolving A Loans and Domestic Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, (ii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(B), to Revolving B Loans and Foreign Swing Line Loans, (iii) with respect to amounts prepaid pursuant to Section 2.05(b)(i)(C), to Revolving C Loans, and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to Domestic Swing Line Loans or Foreign Swing Line Loans, as applicable; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISections 2.05(b)(ii), (iii) in connection with a Collateral Loss (other than a Collateral Loss the proceeds of harvesting any Refinancing Indebtedness which, for the avoidance of doubt, shall be applied solely to the Refinanced Debt) and processing machinery and equipment(iv), first pro rata to the Term A Loan, the Term B‑3 Loan and any Incremental Term Loan (1in each case, ratably to the remaining principal amortization payments), then (after the Term A Loan, the Term B‑3 Loan and any Incremental Term Loan have been paid in full) FIRST to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a cash collateral account corresponding permanent reduction in respect the Aggregate Revolving Commitments); provided that, notwithstanding the foregoing, amounts prepaid pursuant to Section 2.05(b)(ii) as a result of Letter the SVS Disposition may be applied to prepay such Loans as the Company elects (with any such prepayment of Credit Obligations and (2) SECOND to the Term Loans A Loan, the Term B‑3 Loan or any Incremental Term Loan to be applied PRO RATA ratably to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipmentamortization payments thereof), so long as (x) FIRST to at the Term Loans to be applied PRO RATA to the remaining principal installments thereof time of any such prepayment there exists no Default and (y) SECOND the Consolidated Leverage Ratio, calculated on a Pro Forma Basis giving effect to the Revolving Loans and (after all Revolving Loans have been repaid) such prepayment, is less than 3.50 to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(III), (1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IV), unless the Company shall otherwise elect in its discretion (1) FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereof1.00. Within the parameters of the applications set forth above for Revolving Loansabove, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: : (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IISection 2.3(b)(ii) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment)an Asset Loss, (1) FIRST first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans Loans, to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof inverse order of maturity and (y2) SECOND second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISection 2.3(b)(iii), (1) FIRST first to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof in the inverse order of maturity, and (2) SECOND second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IVSection 2.3(b)(iv), unless the Company Borrower shall otherwise elect a different application in its discretion (1) FIRST first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND second to the Term Loans, to be applied PRO RATA pro rata to the remaining principal installments thereof. Within the parameters of the applications set forth above for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this SECTION 2.3(B) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement. Upon each application of funds pursuant to this Section 2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the amount so applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this SECTION 2.3(BSection 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(ISection 2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, ; (B) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipmentSection 2.05(b)(ii), pro rata (1in accordance with the outstanding amounts thereof ) FIRST to the Term Loans (up to 50% of any such prepayment applied to the remaining principal amortization payments due within the next twelve months in direct order of maturity and the remainder of such prepayment applied ratably to the remaining principal amortization payments) and the Revolving Loans, Swing Line Loans and L/C Obligations (to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and all Swing Line Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) FIRST to the Term Loans to be applied PRO RATA to the remaining principal installments thereof and (y) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Cash Collateralize L/C Obligations, ); and (C) with respect to all amounts prepaid pursuant to SECTION 2.3(B)(IIISections 2.05(b)(iii), (1iv) FIRST and (v), first to the Term Loans, but only Loans (up to the extent the Asset Disposition is 50% of harvesting and processing machinery and equipment, to be any such prepayment applied PRO RATA to the remaining principal installments thereof amortization payments due within the next twelve months in direct order of maturity and the remainder of such prepayment applied ratably to the remaining principal amortization payments), then (2after the Term Loans have been paid in full) SECOND to the Revolving Loans and Swing Line Loans (with a corresponding reduction in the Aggregate Revolving Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (with a cash collateral account corresponding reduction in respect the Aggregate Revolving Commitments). One or more holders of Letter of Credit Obligations and (D) with respect the Term Loans may decline to all amounts prepaid pursuant to SECTION 2.3(B)(IVaccept a mandatory prepayment under Sections 2.05(b)(ii), unless (iii), (iv) or (v), in which case such declined prepayments shall be allocated pro rata among the Company shall otherwise elect Term Loans (and, in its discretion (1) FIRST to the case of a mandatory prepayment under Section 2.05(b)(ii), the Revolving Loans, Swing Line Loans and (after all Revolving Loans have been repaidL/C Obligations outstanding) to a cash collateral account in respect of Letter of Credit Obligations and (2) SECOND to the Term Loans, to be applied PRO RATA to the remaining principal installments thereofheld by Lenders accepting such prepayments. Within the parameters of the applications set forth above for Revolving Loansabove, 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 2.3(BSection 2.05(b) shall be subject to SECTION 4.10. So long as no Event of Default shall have occurred Section 3.05, but otherwise without premium or penalty, and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to accompanied by interest on the Borrowers upon satisfaction principal amount prepaid through the date of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreementprepayment.