Common use of Application of Prepayments Clause in Contracts

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments pursuant to Section 2.8(c) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan1.10(c), any prepayments pursuant to Section 2.8(c1.8(c), 1.8(d) or 2.8(d1.8(e) shall be applied first to prepay the next eight four (4) installments of each Class tranche of Term LoanLoans, if any, in direct order of maturity and then to prepay all remaining installments thereof (including of the final payment due at maturity) Term Loans pro rata against all such scheduled installments based upon the respective amounts thereofthereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement; provided, however, to the extent Agent receives a prepayment in excess of $3,500,000 pursuant to Section 1.8(c) as a result of any Disposition or Event of Loss (or any series of related Dispositions or Events of Loss), Agent may elect, in its sole discretion, to first apply such Net Proceeds to prepay outstanding LIFO Revolving Loans (without permanent reduction of the Aggregate LIFO Revolving Loan Commitments). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class tranche of Term Loans required to be made pursuant to clauses (c), (d) and (de) of this Section 2.8 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after prior to the date of such Lender Representative’s receipt of notice from Agent regarding such prepaymentapplicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingforegoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such amounts are intended to repay until such amounts are used in full to repay such Loans) and then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of the applicable Interest Period. Together with each prepayment under this Section 2.81.8, the Borrower shall pay any amounts required pursuant to Section 11.4 10.4 hereof.

Application of Prepayments. Subject All amounts required to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments paid pursuant to Section 2.8(c3.3(b)(i) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Revolving Loans and second to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Sections 3.3(b)(ii), (iv), and (v) above shall be applied first, pro rata to the outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata with respect to each remaining Principal Amortization Payment, until the Term Loans have been paid in full, second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount), and third, to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Section 3.3(b)(iii) above shall be applied first, pro rata to (i) the outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata with respect to each remaining Principal Amortization Payment, and (ii) the outstanding Revolving Loans (with a corresponding reduction in the Revolving Committed Amount), and second, to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans then outstanding and then to outstanding LIBOR Rate Eurodollar Loans with in direct order of Interest Period maturities. All prepayments hereunder shall be subject to Section 3.14 and shall be accompanied by interest on the shortest Interest Periods remainingprincipal amount prepaid through the date of prepayment. Together with each One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under this Section 2.8Sections 3.3(b)(ii), (iii), (iv), or (v) to the Borrower extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case such declined prepayments shall pay any amounts required pursuant to Section 11.4 hereofbe allocated pro rata among the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such prepayments.

Application of Prepayments. Subject All amounts required to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments paid pursuant to Section 2.8(c3.3(b)(i) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to Revolving Loans and second to a cash collateral account in respect of LOC Obligations. All amounts required to be prepaid pursuant to Section 3.3(b)(ii), (iii) and (iv) above shall be paid promptly upon receipt of the amounts to be prepaid. All amounts required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) and (v) above shall be applied as follows: (I) the first $15 million of proceeds prepaid during the term of this Credit Agreement pursuant to the terms of Section 3.3(a) and this Section 3.3(c) shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (and among the remaining principal installments due thereunder) as the Borrower may elect; provided that if the Borrower fails to specify the manner of prepayment of any portion of the first $15 million of proceeds such prepayment shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata with respect to each remaining installment of principal), (II) following the prepayment of the first $15 million of Term Loans, prepayments with respect to the Term Loans pursuant to this Section 3.3(c) and Section 3.3(a) shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata to the principal payments on the Tranche A Term Loans and Tranche B Term Loans due within the first twelve months following repayment of $15 million of Term Loans pursuant to clause (I) above, and (III) following the prepayments required pursuant to clause (II) above, prepayments with respect to the Term Loans shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall be applied pro rata with respect to each remaining installment of principal). 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) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments). In the event the Tranche A Term Loans and Tranche B Term Loans have been repaid in full, no further amounts shall be required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v) hereof. Within the parameters of the application set forth above, prepayments shall be applied first to Base Rate Loans then outstanding and then to outstanding LIBOR Rate Eurodollar Loans with the shortest in direct order of Interest Periods remainingPeriod maturities. Together with each prepayment under this Section 2.8, the Borrower All prepayments hereunder shall pay any amounts required pursuant be subject to Section 11.4 hereof3.11.

Application of Prepayments. Subject to Section 2.10 and except Except as may otherwise be set forth expressly provided in any Extension Offer with respect to any Extended Term Loanthis Agreement, any all prepayments of principal made by Borrower pursuant to Section 2.8(c) or 2.8(d) 4.3 shall be applied first to the payment of the then outstanding balance of the Loans and Unpaid Drawings, and after all Loans and Unpaid Drawings have been paid in full, for deposit in the Collateral Account until the aggregate amount in the Collateral Account equals 105% of the Stated Amount of all Letters of Credit then outstanding. All prepayments shall include payment of accrued interest on the principal amount so prepaid, and shall be applied to prepay the next eight installments payment of each Class of Term Loan, if any, in direct order of maturity and then interest before application to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereofprincipal. Notwithstanding the foregoing, each Lender may reject all Net Sale Proceeds arising from the Vision-Ease Sale shall be applied for the payment of, or if not then due deposited in a reserve for payment of, first, any unpaid portion of its pro rata share of any mandatory prepayment (such declined amountsthe Financial Advisory Fee, second obligations under the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (eachKERP in connection with Vision-Ease, a “Rejection Notice”) to Agent and third the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal maximum unused amount of the mandatory prepayment Professional Carve-Out Reserve, fourth, the then outstanding balance of Term the Loans and Unpaid Drawings, and after all Loans and Unpaid Drawings have been paid in full, for deposit in the Collateral Account until the aggregate amount in the Collateral Account equals 105% of the Stated Amount of all Letters of Credit then outstanding, fifth, wind-down costs of the Chapter 11 Cases not in excess of the amounts provided by the Financing Orders, and sixth, to be rejected by such Lenderfirst cash collateralize 105% of the Stated Amount of Letters of Credit under and as defined in the Pre-Petition Credit Agreement, and then to the payment of all other Obligations outstanding under and as defined in the Pre-Petition Credit Agreement. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal The aggregate amount of the Term Loans to Financial Advisory Fee and KERP Obligations shall be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained reduced by the Borrower. To the extent permitted by the foregoingamounts paid in this Section 4.4 in connection therewith, amounts prepaid and any unused portion of any reserves established pursuant to this Section 4.4 shall be applied first paid to any Base Rate Loans then outstanding the Agent for application pursuant to clause fourth and then to outstanding LIBOR Rate Loans clause sixth. All amounts deposited in a reserve in accordance with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower 4.4 shall pay any amounts required be effected in a manner and pursuant to documentation in form and substance satisfactory to the Agent such that the Agent shall have a continuing first perfected security interest and lien in the Net Sale Proceeds (subject to Senior Permitted Liens and the Carve-Out Reserve) until the same have been applied and reapplied as required by this Section 11.4 hereof4.4.

Application of Prepayments. Subject to Section 2.10 and except Except as may be otherwise be set forth specified in any Extension Offer Refinancing Amendment (with respect to any Extended the Class of Refinancing Term LoanLoans or Refinancing Revolving Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans or Refinancing Revolving Loans, any prepayments as the case may be, with respect of each other Class of Loans), each prepayment of Loans pursuant to Section 2.8(c2.11(g), (h), (j) or 2.8(d(k) shall be applied (A) first, to the Term Loans, ratably to each Class thereof (provided that any prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and (B) after all Term Loans have been repaid in full, to the Revolving Loans, with a simultaneous reduction of the Revolving Commitments in an equal amount. Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.11(m), subject to the provisions of Section 2.11(l). Any prepayments of Loans pursuant to Section 2.11(g), (h), (j) or (k) shall be applied to prepay the next eight reduce scheduled installments of each Class principal required under Section 2.10, (i) with respect of Term LoanA Loans, if anyfirst, in direct order to the next scheduled installment of maturity principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Term B Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and then (iii) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.11(a) shall be applied as specified by Borrowers. Subject to the first sentence of this Section 2.11(l), amounts to be applied pursuant to this Section 2.11 to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereofEurodollar Loans. Notwithstanding the foregoing, each Lender may reject all or a if the amount of any prepayment of Loans required under this Section 2.11 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of its pro rata share the amount of any mandatory such prepayment (as is equal to the amount of such declined amountsoutstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the “Declined Proceeds”) of any Class of Term Loans required to Excess Amount shall be made pursuant to clauses either (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”A) to Agent and the Borrower extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no later greater than 5:00 p.m. one (1) Business Day 90 days after the date of such Lender Representative’s receipt prepayment of notice from Loans pursuant to this Section 2.11, deposited in an escrow account on terms satisfactory to the Collateral Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify and applied to the principal amount prepayment of Eurodollar Loans on the last day of the mandatory then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.14; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Term Loans pursuant to be rejected by this Section 2.11, then such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Eurodollar Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereofprepaid immediately as set forth in clause (B) above.

Application of Prepayments. Subject Except as otherwise provided in Section 1.9: (i) each prepayment by a Borrower made under this Agreement shall be applied first to Section 2.10 the Loans and except as may otherwise be related Obligations extended to such Borrower in the order set forth in this Subsection 1.9(c) 1.3(c), and thereafter to the Loans extended to the other Borrowers, pro rata in accordance with clause (ii) below, or to such Loans of such Borrowers as the Agent, with the consent of all Lenders, shall direct; and (ii) all such prepayments as to any Extension Offer Borrower shall be applied as follows: first, to Fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second, to Fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; third, to interest then due and payable on Term Loan A; fourth, to pay the scheduled principal installments of Term Loan A in inverse order of maturity until such Loan shall have been prepaid in full; fifth, to interest then due and payable on Term Loan B; sixth, to pay the scheduled principal installments of Term Loan B in inverse order of maturity until such Loan shall have been prepaid in full; seventh, to interest then due and payable on the Revolving Loan; eighth, to the principal balance of the Revolving Loan until the same shall have been paid in full; ninth, to any Letter of Credit Obligations of Borrowers whether under this Agreement, or otherwise, to provide cash collateral in respect of Letter of Credit Obligations in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; tenth, to interest then due and payable on the SCIL Loan; and eleventh, to the principal balance obligations of the SCIL Loan until the same shall have been paid in full. The Term Loan A Commitment, the SCIL Loan Commitment, and the Term Loan B Commitment, as the case may be, shall be permanently reduced by the amount of each such prepayment. The Revolving Loan Commitments shall not be permanently reduced by the amount of any such prepayments, unless Borrower Representative on behalf of Borrowers gives notice that Borrowers are electing to permanently reduce the applicable Commitment in connection with the applicable prepayment. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, each applicable Lender that has a Term Loan A Commitment may, at any such Lender's option, irrevocably forego the aforereferenced prepayment with respect to any Extended Term LoanLoan A and, in such event, any prepayments pursuant to Section 2.8(c) or 2.8(d) such foregone prepayment shall be applied to prepay the next eight installments of each Class other portions of Term LoanLoan A held by Lenders not electing to forego such prepayment ratably in accordance with the outstanding principal amount of Term Loan A held by such Lenders respectively. If all Lenders having Term Loan A Commitments elect to forego prepayment or if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan A, if anyany such foregone prepayments or excess amounts shall be applied, subject to the rights of Lenders holding Term Loan B Commitments to forego prepayments on Term Loan B as hereafter set forth, to Term Loan B ratably in accordance with the outstanding principal amounts held by the applicable Lenders. Each applicable Lender that has a Term Loan B Commitment may, at any such Lender's option, irrevocably forego the aforereferenced prepayment with respect to Term Loan B and, in direct such event, any such foregone prepayment shall be applied to the other portions of Term Loan B held by Lenders not electing to forego such prepayment ratably in accordance with the outstanding principal amount of Term Loan B held by such Lenders. If all Lenders having Term Loan B Commitments elect to forego prepayment or if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan B, any such foregone prepayments or excess amounts shall be applied to the Revolving Loan and the SCIL Loan and outstanding Advances in the order set forth in clauses seventh, eighth, ninth and tenth of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereofthis Section 1.3(c). Notwithstanding the foregoing, each Any applicable Lender may reject all or a portion notify Term Agent and Borrower Representative of its pro rata election to irrevocably forego its share of any mandatory prepayment (of the aforementioned prepayments, in which event such declined amounts, notice shall be effective until such Lender notifies Term Agent and Borrower Representative to the “Declined Proceeds”) contrary. Any applicable Lender that wishes to decline receipt of its share of any Class of Term Loans required to be made such prepayment pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each1.3(c) shall promptly, a “Rejection Notice”) to Agent and the Borrower in any event no later than 5:00 2:00 p.m. one (1New York time) Business Day after on the date following receipt of its notice of such prepayment, notify Term Agent and Borrower Representative of such election. Any applicable Lender Representative’s receipt that has not provided notice pursuant to one of notice from Agent regarding the two preceding sentences prior to the 2:00 p.m. (New York time) deadline shall be assumed to have elected to accept such prepayment. Each Rejection Notice from a Lender Term Agent shall specify the principal amount promptly provide, to all such applicable electing Lenders, notice of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans that such Lenders have elected to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereofdecline.

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan1.10(c), any prepayments pursuant to Section 2.8(c1.8(c), 1.8(d) or 2.8(d1.8(e) shall be applied first to prepay the next eight four (4) installments of each Class tranche of Term LoanLoans, if any, in direct order of maturity and then to prepay all remaining installments thereof (including of the final payment due at maturity) Term Loans pro rata against all such scheduled installments based upon the respective amounts thereofthereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement. The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class tranche of Term Loans required to be made pursuant to clauses (c), (d) and (de) of this Section 2.8 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after prior to the date of such Lender Representative’s receipt of notice from Agent regarding such prepaymentapplicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingforegoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such amounts are intended to repay until such amounts are used in full to repay such Loans) and then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of the applicable Interest Period. Together with each prepayment under this Section 2.81.8, the Borrower shall pay any amounts required pursuant to Section 11.4 10.4 hereof.

Application of Prepayments. Subject Any amount required to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments paid pursuant to Section 2.8(c) or 2.8(d2.12 (other than Section 2.12(e)) shall be applied as follows (without any permanent reduction of the Revolving Commitments): first, unless otherwise provided in any applicable Incremental Amendment and so long as no Default or Event of Default shall be continuing, to prepay Incremental Term Loans (and any fees or interest with respect thereto) to the full extent thereof; second, to prepay outstanding reimbursement obligations with respect to Letters of Credit; third, to prepay any Swingline Loans to the full extent thereof; fourth, subject to Section 2.12(f), to prepay the next eight installments of each Class of Term LoanRevolving Loans and, if anya Default or Event of Default shall be continuing, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) any Incremental Term Loans, on a pro rata against all basis to the full extent thereof; and fifth, if an Event of Default shall have occurred and be continuing, to provide Cash Collateral for undrawn Letters of Credit; provided that such scheduled installments based Cash Collateral shall be subsequently released and returned to Borrower (i) at such time as such Event of Default is no longer continuing and (ii) if such Event of Default is continuing, (x) in proportion to any reductions in the maximum exposure with respect to such Letters of Credit and (y) in full upon the respective amounts thereof. Notwithstanding the foregoingtermination and return of such Letters of Credit undrawn; provided that, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after in the date case of a release pursuant to clause (i) above, if any Obligations set forth in priority second are outstanding at the time of such Lender Representative’s receipt release or (2) in the case of notice from Agent regarding a release pursuant to clause (ii) above, if any Obligations set forth in priorities second through fourth are outstanding, then, such prepayment. Each Rejection Notice from a Lender Cash Collateral shall specify first be applied to the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount repayment of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingObligations, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans as applicable, in accordance with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.2.13(b). CREDIT AGREEMENT (PATTERN REVOLVER)

Application of Prepayments. Prior to any optional or mandatory(i) prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(j), subject to the provisions of this Section 2.10(i). Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan2.10(k) below, any all optional prepayments pursuant to Section 2.8(c) or 2.8(d) shall will be applied to prepay the next eight installments pro rata amongst each Tranche of each Class of outstanding Term LoanLoans and, if anyapplicable, Incremental Term Loans and, within each Tranche, as directed by the Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(b), (c), (d) and then (e) (or any equivalent provision applicable to prepay all remaining installments thereof (including any Tranche of Loans extended hereunder after the final payment due at maturity) Closing Date), shall be applied pro rata against all amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans and, if applicable, Incremental Term Loans being prepaid and second, to reduce the remaining principal amount of such scheduled installments based upon the respective amounts thereofTerm Loans and Incremental Term Loans. Notwithstanding anything herein to the foregoingcontrary, each Lender with respect to any prepayment under Section 2.10(c) or (e), the Borrower may reject all or use a portion of its pro rata share of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any mandatory prepayment other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection NoticeApplicable Other Indebtedness”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after extent required pursuant to the date terms of the documentation governing such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify Applicable Other Indebtedness, in which case, the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.81 US-DOCS\121951479.16133960081.2

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Extension Offer with respect to any Extended Term Loan, any prepayments Loan pursuant to Section 2.8(c) or 2.8(d2.13(a) shall be applied as specified by the BorrowersBorrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the next eight installments Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of each Class principal of the Term LoanLoans, if anythe Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the BorrowersBorrower (or, in the absence of such direction, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender). If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice Borrowers failBorrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal amount of the Term Loans to be rejectedLoans, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Extended Term Loans. Any Declined Proceeds may be retained by , the Borrower. To Other Term Loans and the extent permitted by the foregoingIncremental Term Loans in direct order of maturity, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then on a pro rata basis to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereofall such remaining Installments.

Application of Prepayments. Subject to subsection 1.9(c), any prepayments of Term Loans pursuant to Section 2.10 1.6 shall be applied pro rata to the outstanding Tranches of Term Loans (with each Tranche of outstanding Term Loans to receive its Term Loan Percentage of the applicable prepayment). Subject to subsection 1.9(c) and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loanreinvestment rights permitted under subsection 1.7(b), any prepayments pursuant to Section 2.8(csubsection 1.7(b), 1.7(c) or 2.8(d1.7(d) shall be applied pro rata to prepay the next eight installments of each Class outstanding Tranches of Term Loan, if any, in direct order Loans (with each Tranche of maturity and then outstanding Term Loans to prepay all remaining installments thereof (including receive its Term Loan Percentage of the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereofapplicable prepayment). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (i) the Borrower shall notify Agent in writing of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (csubsections 1.7(b) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. at least one (1) Business Day after prior to the date of such prepayment, (ii) upon receiving such notice Agent will promptly notify each Lender Representativeof the contents of the Borrower’s receipt prepayment notice and of such Lender’s pro rata share of the prepayment and (iii) in which case any Lender may elect, by notice from to Agent regarding by telephone (confirmed by telecopy or electronic mail) at least one (1) Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subsections 1.7(b) and (d) and, to the extent any Lender so declines any portion of such prepayment. Each Rejection Notice from a Lender , such portion of such prepayment shall specify be retained by the principal amount of the mandatory prepayment of Term Loans to be rejected by such LenderBorrower. If a Lender fails to deliver a Rejection Notice such notice to Agent within the time frame specified above or such Rejection Notice notice fails to specify the principal amount of the Term Loans to be rejecteddeclined, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingforegoing sentences, amounts prepaid shall be applied first to any Base Rate Loans of the respective Tranche then outstanding and then to outstanding LIBOR Rate Loans of such Tranche with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.81.7, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof10.4.

Application of Prepayments. Subject Holdings shall deliver to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect the Administrative Agent, no later than the date that is fifteen (15) Business Days prior to any Extended prepayment required by subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case Holdings shall deliver the same as soon as practicable), a certificate of a Responsible Officer setting forth (a) in reasonable detail the calculation of the amount of such prepayment and (b) the anticipated prepayment date therefor (which information the Administrative Agent shall promptly provide to the Lenders). Any amount required to be applied as a prepayment of Term Loan, any prepayments Loans pursuant to Section 2.8(csubclauses (a), (b), (c), (d) or 2.8(d(e) of subsection 2.4B(iii) shall be applied to prepay the next eight installments Term Loans (and shall be applied to prepay the Term Loans on a ratable basis); provided that any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least five (5) Business Days prior to the applicable prepayment date, to decline all or any portion of each Class any prepayment of its Term LoanLoans pursuant to subclauses (a), if any(b), (c), (d) or (e) of subsection 2.4B(iii), in direct order which case the aggregate amount of maturity and then the prepayment that would have been applied to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans but was so declined will be contributed to Opco as permitted by the terms of this Agreement. Any voluntary prepayments pursuant to subsection 2.4B(i) and any amount required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, applied as a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans pursuant to subsection 2.4B(iii) shall be rejected by such Lender. If a Lender fails applied to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of prepay the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of Lenders in accordance with the Lenders Pro Rata Shares. Each such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first made subject to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.requirements of subsection 2.6D.

Application of Prepayments. Subject All amounts required to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments paid pursuant to Section 2.8(c3.3(b)(i) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Revolving Loans and second to Swingline Loans. All amounts required to be paid pursuant to Section 3.3(b)(ii), (iii), (iv), (v) and (vi) above shall be applied, first pro rata among the outstanding Tranche A Term Loans, the Tranche A Supplemental Term Loans and Tranche B Term Loans (which amounts shall then be applied to the remaining Principal Amortization Payments due with respect to the Tranche A Term Loans, the Tranche A Supplemental Term Loans and Tranche B Term Loans in inverse order of maturity thereof), second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount) and third to Swingline Loans (with a corresponding reduction in the Revolving Committed Amount). 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), (v) or (vi) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans and Tranche A Supplemental Term Loans outstanding to be paid with such prepayment) in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and Tranche A Supplemental Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments; provided, however, a Lender declining to accept a mandatory prepayment shall be required to make such election to decline with respect to the Tranche B Term Loan of such Lender. Within the parameters of the application set forth above, prepayments shall be applied first to Base Rate Loans then outstanding and then to outstanding LIBOR Rate Eurodollar Loans with the shortest in direct order of Interest Periods remainingPeriod maturities. Together with each prepayment under this Section 2.8, the Borrower All prepayments hereunder shall pay any amounts required pursuant be subject to Section 11.4 hereof3.15.

Application of Prepayments. Subject Upon the prepayment of the Loans, the Borrower shall pay to the Administrative Agent for the account of the Lenders: (x) all accrued interest to the date of prepayment on the principal amount of the Loans being prepaid, (y) if such prepayment is not on a Payment Date, all Liquidation Costs incurred by such Lender as a result of such prepayment and (z) if such prepayment is made pursuant to Section 2.10 2.04(b)(iii) and/or Section 2.04(b)(vi), a prepayment premium in an amount equal to three percent (3.00%) of an amount equal to the sum of (x) principal amount of the Loans prepaid plus (y) any Unused Commitments. Prepayments (whether such prepayment is an Optional Prepayment or a Mandatory Prepayment, except for a Mandatory Prepayment made pursuant to Section 2.04(b)(vii)(A) shall be applied first, ratably to interest, ordinary course settlement amounts under the Permitted Hedge Agreements, and except Liquidation Costs as may otherwise be set forth in Section 2.12, second, ratably to the principal repayment installments of the Loans and any Extension Offer with related termination amounts in respect of the Permitted Hedge Agreements, and third, to the principal repayment installments of the remaining Loans in inverse order of maturity and any Extended Term Loan, any prepayments related termination amounts in respect of the Permitted Hedge Agreements; provided that each Mandatory Prepayment made pursuant to Section 2.8(c) or 2.8(d2.04(b)(vii)(A) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent pay Deferred Amount and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term outstanding Liquidity Buffer Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.

Application of Prepayments. Subject (i) So long as no Event of Default shall have occurred and be continuing and the Borrowers have Borrowing Availability equal to Section 2.10 at least $20,000,000 prior to and except after giving effect to any such prepayment, any prepayments made by Borrowers pursuant to Sections 1.3(b)(iii) above and any prepayments made by Borrowers pursuant to Sections 1.3(b)(ii) or (iv) above with respect to proceeds of Collateral not included in the calculation of the Revolver Borrowing Base shall be applied as may otherwise be follows: first, to Fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan B; third, to prepay the principal balance of the Term Loan B until prepaid in full; fourth, to interest then due and payable on the Term Loan A; fifth, to prepay the principal balance of the Term Loan A; sixth, to interest then due and payable on the Swing Line Loan; seventh, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; eighth, to interest then due and payable on Revolving Credit Advances made to Borrowers; ninth, to the principal balance of the outstanding Revolving Credit Advances until the same has been paid in full; tenth, to any Letter of Credit Obligations to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; and eleventh, to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3; provided, however, any Extension Offer with respect Term Lender may elect by written notice to Administrative Agent prior to the date of any Extended prepayment made pursuant to Sections 1.3(b)(ii), (iii) or (iv) to decline any or all of such prepayment of its Term Loan, any prepayments pursuant to Section 2.8(c) or 2.8(d) shall be in which case the aggregate amount which would have been applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such Loan but was so declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first as follows: first, to interest then due and payable on the applicable Term Loan for which prepayment is not being declined; second, to prepay the principal balance of the applicable Term Loan for which prepayment is not being declined until prepaid in full; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; fifth, to interest then due and payable on Revolving Credit Advances made to Borrowers; sixth, to the principal balance of the outstanding Revolving Credit Advances until the same has been paid in full; seventh, to any Base Rate Loans then outstanding Letter of Credit Obligations to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; and then eighth, to outstanding LIBOR Rate Loans with all other Obligations, including expenses of Lenders to the shortest Interest Periods remainingextent reimbursable under Section 11.3. Together with each prepayment under this Section 2.8, Neither the Borrower Revolving Loan Commitment nor the Swing Line Commitment shall pay be permanently reduced by the amount of any amounts required pursuant to Section 11.4 hereofsuch prepayments.

Application of Prepayments. Subject All amounts required to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments paid pursuant to Section 2.8(c2.4(b)(i) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Revolving Loans and second to Cash Collateralize the L/C Obligations. All amounts required to be paid pursuant to Sections 2.4(b)(ii), (iv) and (v) above shall be applied first, pro rata to the outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata among the remaining Principal Amortization Payments, until the Term Loans have been paid in full, second, to the Revolving Loans (without a corresponding reduction in the Aggregate Revolving Commitments), and third, to Cash Collateralize the outstanding L/C Obligations. All amounts required to be paid pursuant to Section 2.4(b)(iii) above shall be applied first, pro rata to the outstanding Revolving Loans (with a corresponding reduction in the Aggregate Revolving Commitments), Tranche A Term Loans and Tranche B Term Loans (and within each tranche pro rata among the remaining Principal Amortization Payments), and second, to Cash Collateralize the outstanding L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied ratably to Base Rate Loans then outstanding and then Eurodollar Rate Loans. All prepayments hereunder shall be subject to outstanding LIBOR Rate Section 3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or more holders of the Tranche B Term Loans with the shortest Interest Periods remaining. Together with each may decline to accept a mandatory prepayment under Sections 2.4(b)(ii), (iii), (iv) or (v) to the extent there are sufficient Tranche A Term Loans outstanding (and/or, in the case of a mandatory prepayment under Section 2.4(b)(iii), sufficient Revolving Loans or L/C Obligations outstanding) to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans (and, in the case of a mandatory prepayment under Section 2.4(b)(iii), the Revolving Loans and L/C Obligations outstanding) and the Tranche B Term Loans held by Lenders accepting such prepayments. Notwithstanding anything in this Section 2.82.4(c) to the contrary, the Borrower Aggregate Revolving Commitments shall pay not be reduced below $30,000,000 as a result of any amounts required pursuant reduction of the Aggregate Revolving Commitments corresponding to Section 11.4 hereofa mandatory prepayment of Revolving Loans and/or Cash Collateralization of L/C Obligations hereunder.

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan1.10(c), any prepayments pursuant to Section 2.8(c1.8(c), 1.8(d) or 2.8(d1.8(e) shall be applied first to prepay the next eight four (4) installments of each Class tranche of Term LoanLoans, if any, in direct order of maturity and then to prepay all remaining installments thereof (including of the final payment due at maturity) Term Loans pro rata against all such scheduled installments based upon the respective amounts thereofthereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement.; provid ed, how ever, to the ex tent Agent receiv es a prepayment in excess of $3,500,000 pursuant to Secti on 1.8(c) as a result of any Disposition or Event of Loss (or an y series of related Disposit ions or Events of Loss), Agent may elect, in its sole dis cretion, to first apply such Net Proc xxxx to prepay outstanding LIF O Revolving Loans (w ithout permanent reduction of the Aggregate LIFO Revolving Loan Commitme nts). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class tranche of Term Loans required to be made pursuant to clauses (c), (d) and (de) of this Section 2.8 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after prior to the date of such Lender Representative’s receipt of notice from Agent regarding such prepaymentapplicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingforegoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such amounts are intended to repay until such amounts are used in full to repay such Loans) and then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of the applicable Interest Period. Together with each prepayment under this Section 2.81.8, the Borrower shall pay any amounts required pursuant to Section 11.4 10.4 hereof.

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loansubsection 1.10(c), any prepayments of Term Loans pursuant to Section 2.8(c) or 2.8(d) 1.7 shall be applied (x) pro rata to prepay the next eight outstanding Tranches of Term Loans (with each Tranche of outstanding Term Loans to receive its Term Loan Percentage of the applicable prepayment) and (y) to the remaining scheduled installments of each Class the respective Tranche of Term Loan, if anyLoans as directed by the Borrower at the time of the respective prepayment (and absent such direction, in direct order of maturity thereof). Subject to subsection 1.10(c) and then any reinvestment rights permitted under subsection 1.8(c), any prepayments pursuant to prepay all remaining installments thereof subsection 1.8(c), 1.8(d) or 1.8(e) shall be applied (including the final payment due at maturityI) first (x) pro rata against all such to the outstanding Tranches of Term Loans (with each Tranche of outstanding Term Loans to receive its Term Loan Percentage of the applicable prepayment) and (y) to the remaining scheduled installments based upon of the respective amounts thereofTranche of Term Loans in direct order of maturity, (II) second to prepay outstanding Swing Loans, and (III) third to prepay outstanding Revolving Loans, whereupon, in the case of preceding clauses (II) and (III) but only if an Event of Default or, in the case of an Event of Loss, a Specified Event of Default, then exists, the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid along with a permanent reduction of the Swingline Commitment solely at such time as the Aggregate Revolving Loan Commitment is reduced to an amount equal to the Swingline Commitment so that at no time will the Aggregate Revolving Loan Commitment be less than the Swingline Commitment, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (i) the Borrower shall notify Agent in writing of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (csubsections 1.8(c) and (de) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. at least one (1) Business Day after prior to the date of such prepayment, (ii) upon receiving such notice Agent will promptly notify each Term Lender Representativeof the contents of the Borrower’s receipt prepayment notice and of such Term Lender’s pro rata share of the prepayment and (iii) in which case any Term Lender may elect, by notice from to Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify by telephone (confirmed by telecopy or electronic mail) at least one (1) Business Day prior to the principal prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subsections 1.8(c) and (e), in which case the aggregate amount of such prepayment that would have been applied to prepay Term Loans, but was so declined (such amount, the mandatory prepayment “Declined Amount”), shall be applied as, and to the extent required by the Second Lien Credit Agreement (but subject to clause (B) of Term Loans Section 5.10) and, to the extent not so applied or required or permitted to be rejected applied, shall be retained by such Lenderthe Borrower. If a Term Lender fails to deliver a Rejection Notice such notice to Agent within the time frame specified above or such Rejection Notice notice fails to specify the principal amount of the Term Loans to be rejecteddeclined, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoingforegoing sentences, amounts prepaid shall be applied first to any Base Rate Loans of the respective Tranche then outstanding and then to outstanding LIBOR Rate Loans of such Tranche with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.81.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof10.4.

Application of Prepayments. (i) Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loansubsection 1.10(c), any prepayments of the Term Loans pursuant to Section 2.8(c) or 2.8(d) 1.7 shall be applied to prepay the next eight installments of each Class any class or classes of Term LoanLoans as directed by the Parent Borrower, if anywith such prepayment applied to the remaining scheduled installment payments in respect of such class or classes of Term Loans as directed by the Parent Borrower (and, absent such direction, in direct order of maturity). If the Parent Borrower does not specify the order in which to apply prepayments of Term Loans to reduce the remaining scheduled installment payments or as between classes of Term Loans, the Parent Borrower shall be deemed to have elected that such proceeds be applied to reduce the remaining scheduled installment payments in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) and/or on a pro rata against basis among all outstanding classes of Term Loans. (ii) Subject to subsection 1.10(c), (A) each prepayment of Term Loans required by subsections 1.8(e), 1.8(g) (other than any such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (cfrom the Net Cash Proceeds from any incurrence of any Credit Agreement Refinancing Debt) and 1.8(h) shall be allocated to the class or classes of Term Loans pro rata based upon the applicable remaining scheduled installment payments due in respect of each such class of Term Loans (d) other than any class of this Section 2.8 by providing written notice (eachTerm Loans that has agreed to receive a less than a pro rata share of any such prepayment), a “Rejection Notice”) shall be applied pro rata to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after Lenders within each class of Term Loans, based upon the date of outstanding principal amounts owing to each such Lender Representative’s receipt under each such class of notice from Agent regarding Term Loans and shall be applied to reduce the remaining scheduled installment payments due in respect of each such prepayment. Each Rejection Notice from a Lender shall specify the principal amount class of the mandatory Term Loans in direct order of maturity and (B) each prepayment of Term Loans required by subsection 1.8(g) from any incurrence of Credit Agreement Refinancing Debt, shall in all cases be applied to prepay or repay the applicable Refinanced Debt and shall be applied pro rata to each such Lender under each such class of Term Loans and shall be applied to reduce the remaining scheduled installment payments due in respect of each such class of Term Loans as directed by the Parent Borrower. (iii) With respect to each prepayment of Revolving Loans required by subsection 1.8(f), the Parent Borrower may designate (i) the class and types of Loans that are to be rejected by prepaid and the specific Borrowing(s) pursuant to which made and (ii) the class of Revolving Loans to be prepaid; provided that (x) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Lender. If Loans of such class (except that any prepayment made in connection with a Lender fails reduction of the Commitments of such class pursuant to deliver a Rejection Notice to Agent within Section 1.7 shall be applied pro rata based on the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term reduction in the Commitments of such class of each applicable Lender); and (y) notwithstanding the provisions of the preceding clause (x), at the option of the Parent Borrower, no prepayment made pursuant to subsection 1.8(f) of Revolving Loans of any class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained made by the BorrowerParent Borrower pursuant to Section 10.4. (iv) [Reserved]. (v) To the extent permitted by the foregoingforegoing clauses, amounts prepaid shall be applied as between Base Rate Loans, Daily Simple RFR Loans, Eurocurrency Rate Loans and Term SOFR Loans as directed by the Borrower or, if not so directed, such amounts shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8outstanding, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.second

Application of Prepayments. Subject (i) In the event of any mandatory prepayment of Loans pursuant to subsections 2.8(b)(i), (ii) and (v), the proceeds shall be applied as follows: FIRST, if such prepayment is made at a time when any part of the Term Loan remains outstanding, such prepayment shall be applied to the repayment of the Term Loan, to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the remaining scheduled installments of the Term Loan in the inverse order of maturity; and SECOND, after the Term Loan has been repaid in full, the amount of any mandatory prepayment shall be applied, to repay Revolving Loans, and, to provide cash collateral for Total LC Exposure as specified in Section 2.10 2.4(h), and except as may otherwise be set forth in any Extension Offer (A) with respect to any Extended Term Loan, any prepayments mandatory prepayment of Loans pursuant to Section 2.8(csubsections 2.8(b)(i) or 2.8(dand (ii), with a corresponding increase in Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments and (B) shall be applied with respect to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses subsection 2.8(b)(v), (cx) so long as no Default or Event of Default shall have occurred and be continuing, with a corresponding increase in the Availability Block, but no permanent reduction in the Revolving Credit Commitments, and (dy) if a Default or Event of this Section 2.8 by providing written notice (eachDefault shall have occurred and be continuing, with a “Rejection Notice”) to Agent corresponding increase in the Availability Block and a corresponding permanent reduction in the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereofRevolving Credit Commitments.

Application of Prepayments. Subject to Section 2.10 and except Except as may be otherwise be set forth specified in any Extension Offer Refinancing Amendment (with respect to the Class of Refinancing Term Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans with respect of each other Class of Loans), each prepayment of Loans pursuant to this Section 2.10(c), (d), (f) or (g) shall be applied ratably to each Class of Loans (provided that any Extended Term Loanprepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Subject to the foregoing, any prepayments Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.8(c2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or 2.8(d(g) shall be applied to prepay the next eight reduce scheduled installments of each Class principal required under Section 2.09, (i) with respect of Term LoanTranche A-1 Loans and Tranche A-2 Loans, if anyfirst, in direct order to the next scheduled installment of maturity principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Tranche B-2 Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and then (iii) with respect to any Refinancing Term Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrowers. Subject to the first sentence of Section 2.10(h), amounts to be applied pursuant to this Section 2.10 to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereofEurodollar Loans. Notwithstanding the foregoing, each Lender may reject all or a if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of its pro rata share the amount of any mandatory such prepayment (as is equal to the amount of such declined amountsoutstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the “Declined Proceeds”) of any Class of Term Loans required to Excess Amount shall be made pursuant to clauses either (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”A) to Agent and the Borrower extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no later greater than 5:00 p.m. one (1) Business Day 90 days after the date of such Lender Representative’s receipt prepayment of notice from Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify and applied to the principal amount prepayment of Eurodollar Loans on the last day of the mandatory then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Term Loans pursuant to be rejected by this Section 2.10, then such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Eurodollar Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereofprepaid immediately as set forth in clause (B) above.

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended (i) Any prepayment of Term Loan, any prepayments Loans pursuant to Section 2.8(c) or 2.8(d2.10(a) shall be applied to prepay the next eight installments Class or Classes of Term Loans as Borrower may specify in the applicable notice of prepayment. If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, then such prepayment shall be applied to all Classes of Term Loans then outstanding on a pro rata basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (d)(i) and (f) shall be applied ratably to each Class of Term LoanLoans then outstanding; provided that, notwithstanding the foregoing, any Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable application of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. To the extent applicable, any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (f) shall be applied to reduce scheduled installments of the Term Loans as directed by Borrower in the notice of such prepayment pursuant to Section 2.10(i) (and, if anynot specified, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans payments required to be made pursuant to clauses (c) and (d) of this under Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof2.09(a)).

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments Each prepayment made pursuant to Section 2.8(c2.3(c) or 2.8(d(d) shall be applied accompanied by the payment of accrued interest to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepaymentpayment on the amount prepaid, together with the Applicable Prepayment Premium. Each Rejection Notice from a Lender such prepayment shall specify be applied by Administrative Agent to installment payments in the principal inverse order of maturities (for the avoidance of doubt, any amount that is payable on the Maturity Date shall constitute an installment) between the Tranche A Term Loan and the Tranche B Term Loan in such manner as Administrative Agent may determine in its sole discretion (including (i) by applying the entire amount of any such prepayment to the mandatory prepayment Tranche A Term Loan, (ii) with the consent of Term Loans to be rejected the Required Lenders, by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within applying the time frame specified above or such Rejection Notice fails to specify the principal entire amount of the Term Loans to be rejected, any such failure will be deemed an acceptance prepayment to the Tranche B Term Loan, or (iii) with the consent of the total amount Required Lenders, by applying a portion of any such prepayment to the Tranche A Term Loan and the remaining portion of such mandatory prepayment of such to the Tranche B Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by Loan); provided, that, notwithstanding the foregoing, amounts prepaid (A) Borrowers may direct that Administrative Agent apply up to $5,000,000 in the aggregate from voluntary prepayments made by Borrowers under Section 2.3(c) after the first anniversary of the Second Amendment Effective Date to the Tranche B Term Loan (and Administrative Agent shall comply with such directions) if all of the following conditions are satisfied: (1) at the time of such prepayment, no Default or Event of Default shall have occurred and is continuing; and (2) Borrowers shall have provided Administrative Agent written notice as to such directions at least 10 Business Days prior to the date of such prepayment (prepayments of the Tranche B Term Loan that satisfy the foregoing requirements and conditions, being referred to as “Tranche B Designated Prepayments”); and (B) any Covenant Level Prepayment shall be applied first by Administrative Agent to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with regularly scheduled amortization installments of the shortest Interest Periods remaining. Together with each prepayment Tranche A Term Loan under this Section 2.8, 2.2(a) in the Borrower shall pay any amounts required pursuant to Section 11.4 hereoforder of maturity of such installments.

Application of Prepayments. Subject to Section 2.10 (a) Application of Voluntary Prepayments by Type of Loans and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any Order of ------------------------------------------------------------------------ Maturity. Any voluntary prepayments pursuant to Section 2.8(c) or 2.8(dsubsection 2.4B(i) shall be --- applied to prepay as specified by Company in the next eight installments applicable notice of each Class of Term Loan, if any, prepayment; provided -------- that in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice event Company fails to specify the principal amount of the Term Loans to be rejected, which any such failure will prepayment shall be deemed an acceptance of the total amount of applied, such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to repay ----- outstanding Swing Line Loans to the full extent thereof, second to repay ------ outstanding Revolving Loans to the full extent thereof, and third to repay ----- ratably the outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans to the full extent thereof. Any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans and/or Tranche C Term Loans shall be applied ratably to the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans and shall be applied to the scheduled installments thereof set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii), respectively, in inverse order of maturity; provided, however, that Company, at its option, may apply such -------- ------- voluntary prepayments first to reduce the immediately succeeding two scheduled ----- installments of principal of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii), respectively, and second, to the extent of any Base Rate remaining portion of such ------ voluntary prepayments, to reduce the scheduled installments of principal of Tranche A Term Loans, Tranche B Term Loans then outstanding and then to outstanding LIBOR Rate Tranche C Term Loans with the shortest Interest Periods remainingset forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii), respectively, in inverse order of maturity. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 11.4 hereof.(b)

Application of Prepayments. Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any (a) All prepayments pursuant to Section 2.8(c) or 2.8(d) shall be applied to prepay of the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term -------------------------- Loans required to be made pursuant to by clauses (ca) and through (d) of this Section 2.8 by providing written notice 2.12 shall be applied ------------ first, to prepay the Revolving Loans until such Revolving Loans shall have been ----- repaid in full, together with accrued and unpaid interest thereon, and second, ------ to Cash Collateralize the then outstanding Letters of Credit and, third, to all ----- other outstanding Obligations. If (each, a “Rejection Notice”i) to Agent and at the Borrower no later than 5:00 p.m. one (1) Business Day after the date time of such Lender Representative’s receipt any prepayment of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory Revolving Loans pursuant to the preceding sentence (other than any prepayment required by Section 2.12(a)) either (A) the Leverage ---------------- Ratio as of the end of the fiscal quarter immediately preceding such date as to which financial statements are required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable, is greater than or equal to 2.0 or (B) ------------------------ any Default has occurred and is continuing as a result of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Section 6.1(a), 6.1(b) or 6.1(e), as applicable, then -------------------------------- simultaneously with any prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Revolving Loans pursuant to the preceding sentence, each Lender's Revolving Loan Commitment shall be rejectedpermanently reduced by such Lender's Pro Rata Share of such prepayment and, (ii) at the time of any such failure will be deemed an acceptance prepayment of the total principal amount of the Revolving Loans pursuant to the preceding sentence (other than any prepayment required by Section 2.12(a)), both (A) the Leverage Ratio as of the ---------------- end of the fiscal quarter immediately preceding such mandatory prepayment date as to which financial statements are required to have been delivered pursuant to Section 6.1(a) and ------------------ 6.1(b), as applicable, is less than 2.0 and (B) no Default has occurred or is ------ continuing as a result of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first 's failure to deliver any Base Rate Loans then outstanding financial statement or Compliance Certificate as and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts when required pursuant to Section 11.4 hereof------- 6.1(a), 6.1(b) or 6.1(e), as applicable, then, any Revolving Loans repaid ------------------------ pursuant to the preceding sentence may be reborrowed, subject to the other terms of this Agreement.