Common use of Application of Prepayments and Repayments; Payment of Breakage Fees, Etc Clause in Contracts

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments made pursuant to Subsections 1.7(B) through (E) shall be applied first pro rata among Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determine. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments made pursuant to Subsections 1.7(B) through (E) shall be applied first pro rata among Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject Subject to the succeeding paragraph last sentence of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All all prepayments made pursuant to Subsection 1.7(A) of to be applied to the Term Loans shall be applied first as Borrower shall direct (provided, however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans), and shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. Each repayment made pursuant to Subsection 1.7(B) through 1.7(E) shall be applied first, to all fees and expenses of Administrative Agent, second, to all applicable Breakage Fees and accrued interest on the amount repaid, third, pro rata to Loans the outstanding under principal balance of the Term Loan A Facility, Facility and the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject fourth, to repay the succeeding paragraph of this subsection 1.8Revolving Loans (other than the Swingline Loans) and fifth, and second pro rata to repay the Assumed CEI Term Swingline Loans. All prepayments prepayment and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Loans of a Facility as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan Loans and then to such LIBOR Loans or the Term Loan A as Administrative Agent Borrower and CoBank shall determine. All agree (in the absence of agreement, such prepayments and repayments required or permitted hereunder shall be accompanied by payment applied to the LIBOR Loans and the Term Loan A on which the lowest amount of all applicable Breakage Fees and accrued interest on the amount prepaid or repaidwould be due). All prepayments and repayments applied to Loans outstanding under the Term Loans Loan B shall be applied to reduce the remaining principal installments under the Term Loan B in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct; provided however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans. At any time the CoBank Cash Management Agreement is not in effect, each repayment made pursuant to Subsections Subsection 1.7(B) through (ED) shall be applied first first, pro rata among Loans to the outstanding under principal balance of the Term Loan A A-2 Facility, second, pro rata to the outstanding Term Loan B Facility andA-1 Facility, third, pro rata to any Incremental Term Loan Facility, if and when applicable, fourth, to repay the Swingline Loans and fifth, to repay the Revolver Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16). At any time the CoBank Cash Management Agreement is in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan A-2 Facility, second, pro rata to the outstanding Term Loan A-1 Facility, third, pro rata to any Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, fourth, to repay the Incremental Term Loan Facility, subject Revolver Loans (other than the Swingline Loans) (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) and fifth to repay the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Swingline Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the applicable type of LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder (and assignments pursuant to Subsection 1.12) shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan A-1, the Term Loan A-2 or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything ; provided that Borrower may direct in writing that any prepayment made pursuant to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated 1.7(A) to the Term Loan B Facility andFacilities be applied pro rata first, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect up to the Term Loan B by the Requisite Lenders next two (2) scheduled principal payments on each of the Term Loan B Commitment orFacilities and second, if an when applicable, with respect to pro rata across the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment remaining scheduled principal payments of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided Facilities in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion inverse order of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lendersmaturity.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments prepayments to be applied to the Loans pursuant to Subsection 1.7(A) shall be applied as Borrower shall direct. Absent a prior written direction from Borrower to apply the Net Proceeds of any repayment made pursuant to Subsections Subsection 1.7(B) through (ED) to reduce the Revolver Loan Commitment (and, to the extent as a result thereof the Revolver Loan Commitment exceeds the then outstanding principal balance of the Revolver Loans plus the amount of the Letter of Credit Liability, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)), each such repayment shall be first applied first pro rata among Loans outstanding under to the principal balance of the Term Loan A Facility, the Facility (pro rata to any Incremental Term Loan B Facility andFacility, if and when applicable) and then to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16). After the Revolver Loan Facility is repaid and the Revolver Loan Commitment reduced in full, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied to the principal balance of Term Loan Facility (pro rata to any Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans). All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the applicable type of LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments made pursuant to Subsections 1.7(B) through (E) shall be applied first pro rata among Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determine. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an and when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the Third Amended and Restated Credit Agreement/D&E Communications, Inc. date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsections Subsection 1.7(B) through (E) shall be applied first first, pro rata among Loans to the outstanding under principal balance of the Term Loan A Facility, the Facility and any Incremental Term Loan B Facility and, (if and when applicable), second, to the outstanding principal balance of the Fixed Term Loan Facility (provided however, that after the Fixed Term Loan Termination Date, the Fixed Term Loan Facility will be repaid pro rata with the Term Loan A Facility and any Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility), and third pro rata third, to repay the Assumed CEI Term Revolver Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Base Rate Loans and LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a such Base Rate Loan Loans and then then, after payment in full of all Base Rate Loans, to such LIBOR Loans Loans, in each case as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan A, the Fixed Term Loan or any Incremental Term Loan shall be applied to reduce the remaining principal installments under the Term Loan A, the Fixed Term Loan or any Incremental Term Loan in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsections Subsection 1.7(B) through (ED) shall be applied first first, pro rata among Loans to the outstanding under principal balance of the Term Loan A Facility, the Facilities (including pro rata to any Incremental Term Loan B Facility andFacility, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility), and third pro rata second, to repay the Assumed CEI Term Loans. All prepayments made Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans1.16). All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the applicable type of LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan A, the Term Loan B or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything ; provided that Borrower may direct in writing that any prepayment made pursuant to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated 1.7(A) to the Term Loan B Facility andFacilities be applied pro rata first, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect up to the Term Loan B by the Requisite Lenders next two (2) scheduled principal payments on each of the Term Loan B Commitment orFacilities and second, if an when applicable, with respect to pro rata across the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment remaining scheduled principal payments of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing LendersFacilities.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Absent a prior written direction from Borrower to apply any repayment made pursuant to Subsections Subsection 1.7(B) through (ED) to the principal balance of the Term Loan facility, each such repayment shall be first applied to reduce the Revolver Loan Commitment (and, to the extent as a result thereof the Revolver Loan Commitment exceeds the then outstanding principal balance of the Revolver Loans plus the amount of the Letter of Credit Liability, to repay the Revolver Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16)). After the Revolver Loan Facility is repaid and the Revolver Loan Commitment reduced in full, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first pro rata among Loans outstanding under to the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental principal balance of Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the applicable type of LIBOR Loans or Quoted Rate Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans and then to such Quoted Rate Loans as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct. Each repayment made pursuant to Subsections Subsection 1.7(B) through (E) shall be applied first first, pro rata among Loans to the outstanding under principal balance of the Term Loan A Facility, the Facility and any Incremental Term Loan B Facility and, (if and when applicable), second, to the outstanding principal balance of the Fixed Term Loan Facility (provided however, that after the Fixed Term Loan Termination Date, the Fixed Term Loan Facility will be repaid pro rata with the Term Loan A Facility and any Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility), and third pro rata third, to repay the Assumed CEI Term Revolver Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8, and second pro rata to the Assumed CEI Term Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Base Rate Loans, LIBOR Loans, Quoted Rate Loans or Fixed Term Loan as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a such Base Rate Loan Loans, and then, after payment in full of all Base Rate Loans, to such LIBOR Loans, and then to the Fixed Term Loan, and then to such LIBOR Loans Quoted Rate Loans, in each case as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder (and assignments pursuant to Subsection 1.12) shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan A, the Fixed Term Loan or any Incremental Term Loan shall be applied to reduce the remaining principal installments under the Term Loan A, the Fixed Term Loan or any Incremental Term Loan in the inverse order of maturity. Notwithstanding anything to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated to the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect to the Term Loan B by the Requisite Lenders of the Term Loan B Commitment or, if an when applicable, with respect to the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing Lenders.

Application of Prepayments and Repayments; Payment of Breakage Fees, Etc. All repayments Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct; provided however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans. At any time the CoBank Cash Management Agreement is not in effect, each repayment made pursuant to Subsections Subsection 1.7(B) through (ED) shall be applied first first, pro rata among Loans to the outstanding under principal balance of the Term Loan A Facility, the Facilities (including pro rata to any Incremental Term Loan B Facility andFacility, if and when applicable), and second, to repay the Swingline Loans and third to repay the Revolver Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16). At any time the CoBank Cash Management Agreement is in effect, each repayment made pursuant to Subsection 1.7(B) through (D) shall be applied first, pro rata to the outstanding principal balance of the Term Loan Facilities (including pro rata to any Incremental Term Loan Facility, subject to the succeeding paragraph of this Subsection 1.8, second to Loans outstanding under the Revolving Loan Facility, and third pro rata to the Assumed CEI Term Loans. All prepayments made pursuant to Subsection 1.7(A) of the Term Loans shall be applied first pro rata to Loans outstanding under the Term Loan A Facility, the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, subject to the succeeding paragraph of this subsection 1.8), and second pro rata second, to repay the Assumed CEI Term Revolver Loans (other than the Swingline Loans) (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) and third to repay the Swingline Loans. All prepayments and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to a Base Rate Loan or such of the applicable type of LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall determineselect. All prepayments and repayments required or permitted hereunder shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid. All prepayments and repayments applied to Loans outstanding under the Term Loans Loan A, the Term Loan B, the Term Loan C or any Incremental Term Loan shall be applied to principal installments in the inverse order of maturity. Notwithstanding anything ; provided that Borrower may direct in writing that any prepayment made pursuant to the contrary in Subsection 1.7 or this Subsection 1.8, with respect to any repayment or prepayment described in Subsection 1.7 that is allocated 1.7(A) to the Term Loan B Facility andFacilities be applied pro rata first, if and when applicable, the Incremental Term Loan Facility (the “Allocated Payment Amount”), at any time when the Term Loan A or, in the case of any prepayment pursuant to Subsection 1.7(A), Revolving Loans remain outstanding, Borrower will, unless the provisions of this paragraph are waived with respect up to the Term Loan B by the Requisite Lenders next two (2) scheduled principal payments on each of the Term Loan B Commitment orFacilities and second, if an when applicable, with respect to pro rata across the Incremental Term Loan Facility by the Requisite Lenders of the Incremental Term Loan Commitment, in lieu of applying automatically such amount to the repayment or prepayment remaining scheduled principal payments of the Term Loan B Facility and, if and when applicable, the Incremental Term Loan Facility, as provided in this Subsection 1.8, at least five (5) Business Days prior to the date on which Borrower expects to make such repayment or prepayment, give Administrative Agent telephonic notice (promptly confirmed in writing) requesting that Administrative Agent prepare and provide each Lender with a Term Loan B Commitment or, if and when applicable, an Incremental Term Loan Commitment (each, an “Electing Lender”) a notice as described below (each a “Repayment/Prepayment Option Notice”). As promptly as practicable after receiving such notice from Borrower, Administrative Agent will send each Electing Lender a Repayment/Prepayment Notice which shall include an offer by Borrower to repay or prepay, as applicable, the portion of the Term Loan B Facility or, if and when applicable, the Incremental Term Loan Facility, as applicable, of such Electing Lender by an amount equal to such Electing Lender’s Pro Rata Share of the Allocated Payment Amount on the date of the expected repayment or prepayment (each, a “Repayment/Prepayment Date”). Each Electing Lender shall give notice to Administrative Agent prior to the Repayment/Prepayment Date if it elects to accept all or a portion of such repayment or prepayment, and each Electing Lender Second Amended and Restated Credit Agreement/D&E Communications, Inc. which has not notified Administrative Agent of whether it elects to accept such repayment or prepayment shall be deemed to have accepted such repayment or prepayment. On the Repayment/Prepayment Date, (i) Electing Lenders that have not expressly rejected their Repayment/Prepayment Option Notice shall be repaid or prepaid the amount indicated in such Repayment/Prepayment Notice and (ii) first, the Term Loan A Facility and, in the case of any prepayment pursuant to Subsection 1.7(A), second, Revolving Loan Facility shall be repaid or prepaid, as the case may be, in the amount of the portion of Allocated Payment Amount expressly rejected by Electing LendersFacilities.