Common use of Application of Mandatory Prepayments by Type of Loans Clause in Contracts

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4DUnless an Event of Default has occurred and is continuing, any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)- 2.4B(iii)(g) shall be applied first FIRST to prepay the Term Loans to the full extent thereof, secondSECOND, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amountApplied Amount, to prepay the Revolving Loans to the full extent thereof and to cash collateralize any outstanding Letters of Credit and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, fourthTHIRD, to the extent of any remaining portion of such amountApplied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof (except as provided in subsection 2.4B(iii)(f)). If an Event of Default has occurred and fifthis continuing, any amount required to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any be applied as a mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B prepayment shall be applied as set forth in proportion to each Revolving Lender’s Pro Rata Share.subsection 2.4D.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4DSection 2.4(d), any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(fSection 2.4(b)(iii) shall be applied first to the next four scheduled payments pursuant to Section 2.4(a)(i), second to prepay the outstanding Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepaymentremaining scheduled installments thereof on a pro rata basis, third, to the extent of any remaining portion of such amount, to prepay the Revolving outstanding Swing Line Loans on a pro rata basis to the full extent thereof of the respective amount owing to each applicable Lender, and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to prepay outstanding Revolving Loans on a pro rata basis to the full extent of the respective amount owing to each applicable Lender (and, after prepaying all Revolving Loans, Cash Collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B Section 2.4(b) shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D2.4C, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(fsubsection 2.4A(iii) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, thirdand second, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourthand third, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifththereof, provided that to the extent any such reduction of any remaining portion the Revolving Loan Commitment Amount would result in the Total Utilization of such amountRevolving Loan Commitments exceeding the Revolving Loan Commitment Amount, to cash Company immediately shall Cash collateralize any outstanding Letters of CreditCredit by depositing the requisite amount in the Collateral Account. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B 2.4A shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.14(a) through Section 2.14(d) shall be applied first as follows: first, to prepay (x) the next eight (8) scheduled Installments of principal of the Term Loans to in direct order of maturity and (y) thereafter, the full extent thereof, remaining scheduled Installments of principal of the Term Loans on a pro rata basis; second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Revolving Loan Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f2.4B(iv)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifththereof, provided that to the extent any such reduction of any remaining portion the Revolving Loan Commitment Amount would result in the Total Utilization of such amountRevolving Loan Commitments exceeding the Revolving Loan Commitment Amount, to cash Company promptly shall Cash collateralize any outstanding Letters of CreditCredit by depositing the requisite amount in the Collateral Account. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifththereof, provided that to the extent any such reduction of any remaining portion the Revolving Loan Commitment Amount would result in the Total Utilization of such amountRevolving Loan Commitments exceeding the Revolving Loan Commitment Amount, to cash Company immediately shall Cash collateralize any outstanding Letters of CreditCredit by depositing the requisite amount in the Collateral Account. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided may otherwise be set forth in subsection 2.4Dsubsections 2.14(c) and (e) above, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.14(a) through 2.14(e) and 2.14 (g) shall be applied first as follows: first, to prepay Term Loans pro rata across the remaining scheduled Installments of principal of the Term Loans to the full extent thereof, Loans; second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Revolving Loan Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first FIRST to prepay the Term Loans to the full extent thereofthereof as provided in subsection 2.4B(iv)(c), secondSECOND, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, thirdTHIRD, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepaymentprepayments, fourthand FOURTH, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifththereof; PROVIDED, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of HOWEVER that the Revolving Loan Commitment Amount Commitments shall not be reduced pursuant to this subsection 2.4B shall be in proportion 2.4B(iv)(b) to each Revolving Lender’s Pro Rata Sharean amount less than $35 million.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the ``APPLIED AMOUNT'') required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first to prepay outstanding Tender Loans, if any, and, if no Tender Loans are then outstanding, FIRST, to prepay the Term Loans to the full extent thereof, secondSECOND, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Revolving Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, thirdTHIRD, to the extent of any remaining portion of such amountthe Applied Amount, to prepay cash collateralize the Revolving Loans Letters of Credit to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, fourthand FOURTH, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the “Applied Amount”) required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Tranche A Term Loans to the full extent thereof (provided, however, that Company shall apply any such amounts which are also required to be applied to repayment of the AXELs under the AXEL Credit Agreement to the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amounts thereof, subject to the provisions of subsection 2.4B(iv)(d)), second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(d) shall be applied first first, to prepay the Tranche B Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction prepayments of the Revolving Loan Commitment Amount Tranche B Term Loans pursuant to this subsection 2.4B 2.4B(iii) shall be in proportion applied on a pro rata basis to each Revolving Lender’s Pro Rata Sharescheduled installment of principal of the Tranche B Term Loans as set forth in subsection 2.4A that is unpaid at the time of such prepayment.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A(i) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A(i).

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4DUnless an Event of Default has occurred and is continuing, any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)- 2.4B(iii)(g) shall be applied first FIRST to prepay the Term Loans to the full extent thereof, secondSECOND, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, thirdTHIRD, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to cash collateralize any outstanding Letters of Credit and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, fourthFOURTH, to the extent of any remaining portion of such amountApplied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof (except as provided in subsection 2.4B(iii)(f)). If an Event of Default has occurred and fifthis continuing, any amount required to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any be applied as a mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B prepayment shall be applied as set forth in proportion to each Revolving Lender’s Pro Rata Share.subsection 2.4D.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.14(a) through 2.14(e) shall be applied first as follows: first, to prepay the remaining installments due on Term Loans to on a pro rata basis in accordance with the full extent amounts thereof, ; second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations then due and payable with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Revolving Loan Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereofthereof as provided in subsection 2.4B(iv)(c), second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount Commitments pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s 's Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D2.4C, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(fsubsection 2.4A(iii) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, thirdand second, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of Ruths_Second Amended and Restated Credit Agreement (2) such prepayment, fourthand third, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifththereof, provided that to the extent any such reduction of any remaining portion the Revolving Loan Commitment Amount would result in the Total Utilization of such amountRevolving Loan Commitments exceeding the Revolving Loan Commitment Amount, to cash Company immediately shall Cash collateralize any outstanding Letters of CreditCredit by depositing the requisite amount in the Collateral Account. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B 2.4A shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D2.4C, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f2.4A(iii)(a)-(d) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, thirdand second, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourthand third, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifththereof, provided that to the extent any such reduction of any remaining portion the Revolving Loan Commitment Amount would result in the Total Utilization of such amountRevolving Loan Commitments exceeding the Revolving Loan Commitment Amount, to cash Company immediately shall Cash collateralize any outstanding Letters of CreditCredit by depositing the requisite amount in the Collateral Account. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B 2.4A shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(d) shall shall, be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(j) shall be applied to first to prepay the Term Loans on a pro rata basis (subject to subsection 2.4B (iv)(e)), to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amountApplied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, fourthand third, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, thereof. Any amount required to the extent be applied as a mandatory repayment of any remaining portion Revolving Loans pursuant to subsection 2.4B(iii)(m) shall be applied to prepay Revolving Loans. Any amount required to be applied as a mandatory prepayment pursuant to subsection 2.4B(iii)(n) shall be applied in accordance with terms of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharesubsection.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.8(b) (i) - (v) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Swingline Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction prepayments of the Revolving Loan Commitment Amount Term Loans pursuant to this subsection 2.4B 2.8(b) shall be applied to prepay the Term Loans on a pro rata basis (in proportion accordance with the outstanding principal amounts thereof) and to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.2(b) on a pro rata basis (in accordance with the outstanding principal amounts thereof) to each Revolving Lender’s Pro Rata Sharescheduled installment of principal of the Term Loans set forth in subsection 2.2(b) that is unpaid at the time of such prepayment.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4A(iii)(a)-(d) and (f)-(h) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Revolving Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and third, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any Applied Amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to subsection 2.4A(iii)(e) shall be applied first to prepay the Revolving Loans in the amount of $1,500,000, second to prepay the Term Loans to the full extent thereof, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied applied: first to prepay the Term Loans pro rata and shall be applied to the remaining installments thereof on a pro rata basis to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, thereof. Notwithstanding the foregoing or anything herein to the extent of any remaining contrary, no portion of such amount, the proceeds of Indebtedness permitted under subsection 7.1(vi) which are applied to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of prepay the Loans shall be applied to permanently reduce the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata ShareCommitments.

Application of Mandatory Prepayments by Type of Loans. Except as provided may otherwise be set forth in subsection 2.4Dsubsections 2.14(c) and (e) above, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.14(a) through 2.14(e) and 2.14 (g) shall be applied first as follows: first, to prepay the Tranche C Term Loans to pro rata across the full extent thereof, remaining scheduled Installments of principal of the Tranche C Term Loans; second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Revolving Loan Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.13(a) through 2.13(e) shall be applied first as follows: first, to prepay the Term Loans to the full extent thereofthereof (to be applied first, on a pro rata basis to reduce the scheduled Installments of principal of such Term Loans during the next twelve months, and second, on a pro rata basis, to reduce the extent remaining scheduled Installments of any remaining portion principal of such amountTerm Loans); second, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first to prepay the Term Loans to the full extent thereofthereof as provided in subsection 2.4B(iv)(c), second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepaymentprepayments, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the AXELs under the AXEL Credit Agreement or the Revolving Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4A(iii)(a)-(e) shall be applied first to prepay the Term Loans AXELs under the AXEL Credit Agreement to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amountApplied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, fourthand third, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of CreditCredit outstanding (with any such amounts held in the Collateral Accounts pursuant to the Intercreditor Agreement). Any mandatory reduction prepayments of the Revolving Loan Commitment Amount pursuant to this Loans under subsection 2.4B 2.4A(iii)(f) shall be in proportion applied to each reduce the Revolving Lender’s Pro Rata ShareLoans.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first FIRST to prepay the Term Loans to the full extent thereof, secondSECOND, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, thirdTHIRD, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourthFOURTH, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifthFIFTH, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s 's Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, . Any mandatory prepayments of the Term Loans pursuant to subsections 2.4B(iii)(a)-(f) shall be applied to reduce the extent scheduled installments of any principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining portion scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditprepayment. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D2.4C, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f2.4A(iii)(a)-(d) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, thirdprepayment and second, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourthand third, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B 2.4A shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(c) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepaymentprepayment to an amount not less than the then Total Utilization of Revolving Loan Commitments, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the prepayment of the Revolving Loans and the cash collateralization of outstanding Letters of Credit to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, prepayment and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any ----------------------------------------------------- amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(c) shall be applied first to prepay the Term Loans to the full extent thereof, second, to ----- ------ the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepaymentprepayment to an amount not less than the then Total Utilization of Revolving Loan Commitments, third, to the extent of any remaining ----- portion of such amountthe Applied Amount, to prepay the prepayment of the Revolving Loans and the cash collateralization of outstanding Letters of Credit to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, prepayment and fourth, to the extent of any remaining portion of such amountthe Applied Amount, ------ to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.

Application of Mandatory Prepayments by Type of Loans. Except as provided in Subject to the provisions of subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Term Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(g) shall be first applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, applied to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amount, applied to prepay the Revolving Loans to the full extent thereof and to cash collateralize any outstanding Letters of Credit and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce retained by Borrower; provided, however, the Revolving Loan Commitment Amount to shall be permanently reduced by the full extent thereof of the amount so retained. If an Event of Default has occurred and fifthis continuing, any amount required to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. be applied as a mandatory prepayment shall be applied as set forth in subsection 2.4D. Any mandatory reduction prepayments of the Revolving Loan Commitment Amount Term Loans pursuant to this subsection 2.4B 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in proportion to each Revolving Lender’s Pro Rata Sharesubsection 2.4A(i) in inverse chronological order of maturity.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f2.4B(iii)(a)-(e) shall be applied first to prepay the Term Loans to the full extent thereofthereof as provided in subsection 2.4B(iv)(c), second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepaymentprepayments, and fourth, to the extent of any remaining portion of such amountthe Applied Amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifththereof; provided, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of however that the Revolving Loan Commitment Amount Commitments shall not be reduced pursuant to this subsection 2.4B shall be in proportion 2.4B(iv)(b) to each Revolving Lender’s Pro Rata Sharean amount less than $35 million.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall shall, be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay repay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, prepayment and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Creditthereof. Any mandatory reduction of the Revolving Loan Commitment Amount Commitments pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s 's Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Except as provided in subsection 2.4D, any Any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount paid pursuant to subsections 2.4B(iii)(a)-(fSections 2.13(a) through 2.13(e) shall be applied first as follows: first, to prepay Term Loans on a pro rata basis (in accordance with the outstanding principal amounts) and shall be further applied on a pro rata basis to each scheduled Installment of principal of the Term Loans to the full extent thereof, Loans; second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount Commitments by the amount of such prepayment, ; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the extent of any remaining portion Revolving Commitments by the amount of such amountprepayment; fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Loan Commitment Amount Commitments to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Sharethereof.