Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(ASections 2.8(b)(i), (1) first, to the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, and (CB) with respect to all amounts prepaid pursuant to Section 3.3(b)(iiSections 2.8(b)(ii), FIRST(iii), pro rata to the Tranche A Term Loan (iv) and the Tranche B Term Loan (withv), in each case(1) first, 25% of such prepayment being applied to the remaining Principal Amortization Payments Term Loan amortization payments set forth in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereofSection 2.2(b) and SECONDon pro rata basis, (2) second, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Committed Amount), (3) third, to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such LenderObligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentages, as applicable. All prepayments under this Section 3.3(b2.8(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.18 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid Any mandatory prepayment of Term Borrowings pursuant to this Section 3.3(b2.13 shall (i) be allocated among the Classes of Term Borrowings on a pro rata basis (in accordance with the aggregate principal amount of outstanding Borrowings of each such Class), provided that (A) any prepayment of Term Borrowings pursuant to Section 2.13(d) shall be applied as follows: (A) with respect allocated solely to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligationsthe Tranche B Term Borrowings, (B) any prepayment of Term Borrowings pursuant to Section 2.13(e) shall be allocated to each Class of Term Borrowings as set forth therein and (C) the amounts so allocable to Incremental Term Loans, Extended/Modified Term Loans or Refinancing Term Loans of any Class may be applied to other Term Borrowings as provided in the applicable Incremental Facility Agreement, Extension/Modification Agreement or Refinancing Facility Agreement, and (ii) be applied to reduce the subsequent Installments to be made pursuant to Section 2.11 with respect to all amounts prepaid Term Borrowings of any Class, (x) except in the case of any prepayment of Tranche B Term Borrowings pursuant to Section 3.3(b)(i)(B2.13(d), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar LoansTranche A Term Borrowings or Tranche B Term Borrowings, in the manner specified by the Borrower in the notice of prepayment relating thereto (or, if no such manner is specified in such notice, in direct order of maturity), (y) in the case of any prepayment of Tranche B Term Borrowings pursuant to Section 2.13(d), ratably to the remaining Installments to be accompanied by interest on made pursuant to Section 2.11 with respect to the principal amount prepaid through Tranche B Term Borrowings and (z) in the date case of prepaymentBorrowings of any other Class, as provided in the applicable Incremental Facility Agreement, Extension/Modification Agreement or Refinancing Facility Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and Swingline Loans (without any reduction in the Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of Cash Collateralize the LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of Cash Collateralize the LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(iii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECONDall Term Loans, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECONDPayments (or, to in the Revolving Loans case of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Agreement), and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata first ratably to the all Tranche A Term Loan and the Tranche B Term Loan (Loans, in each case ratably to remaining Principal Amortization Payments (or, in inverse order the case of maturities thereof) and SECONDany Incremental Term Loan, as set forth in the applicable Incremental Term Loan Agreement), second, ratably to the Revolving LOC Borrowings and the Swingline Loans (without any reduction in the Revolving Swingline Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECONDthird, to the outstanding Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, first pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, the Tranche B Term Loan (ratably to the Revolving Loans and remaining Principal Amortization Payments thereof), second (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Paymentshave been repaid) and SECOND, to the Revolving Loans and third (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the Revolving Loans pursuant to this clause (C)) and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) or (iv), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Applicable Administrative Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be paid pursuant to applied in accordance with this Section 3.3(bclause (b) shall be applied as follows: (i) first (other than in respect of any payment required pursuant to Section 2.8(d)), (A) to repay on a pro rata basis the outstanding principal balance of the Term Loans (with respect each Tranche of outstanding Term Loans to all amounts prepaid receive its Term Loan Percentage of the applicable repayment) unless either (x) such prepayment is to be made pursuant to Section 3.3(b)(i)(A2.8(b)(ii), in which case, such prepayment shall be applied solely to Revolving the Tranche of Term Loans and to be refinanced with the Net Cash Proceeds from the incurrence of the respective Specified Refinancing Term Loans, or (y) in the case of any Term Loans incurred after all Revolving Loans have been repaid) the Closing Date, the Lenders thereof agree to a cash collateral account lesser percentage as provided in respect the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment, as the case may be (and, for the avoidance of LOC Obligationsdoubt, to the extent that such Lenders elect a lesser percentage, remaining amount shall be allocated to the other Tranches of Term Loans on a pro rata basis), and (B) with respect to all amounts prepaid pursuant the extent applied to Section 3.3(b)(i)(B)any Tranche of Term Loans, to reduce ratably the then remaining scheduled installments of each such Tranche of Term Loans on a cash collateral account in respect of LOC Obligationspro rata basis, (Cii) with respect second to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to repay the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% outstanding principal balance of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Swing Loans (without any reduction in the Revolving Committed AmountCredit Commitments) and (Giii) third, in the case of any payment required pursuant to Section 2.8(d) to the extent that the outstanding L/C Obligations for all Letters of Credit exceed either the L/C Sublimit or the aggregate Revolving Credit Commitments, to provide cash collateral to the extent and in the manner provided in Section 9.3 and, then, any excess shall be retained by the Borrower; provided, however, (x) with respect to all amounts prepaid up to $100,000,000 of aggregate principal repayments required to be made pursuant to Section 3.3(b)(v)2.8(c) in connection with any Designated Sales, FIRSTsuch principal prepayments may, pro rata at the Borrower’s option (and as the Borrower chooses to allocate with respect to any Designated Sale or Sales in its discretion) and upon written notice to the Tranche A Term Loan Applicable Administrative Agent, first be applied toward the repayment of the outstanding principal balance of any Revolving Loans and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Swing Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining Credit Commitments) and (y) with respect to the pro rata share of the Lenders remaining principal repayments required to be made pursuant to Section 2.8(c) in connection with any prepayment referred Designated Sales (including, for the avoidance of doubt, any amounts not elected to in this subclause (D) of this clause (vi), be applied toward the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Swing Loans shall be deemed pursuant to be additional Tranche A Term Loan preceding clause (x)), such principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans as provided above in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.12(b) shall be subject without regard to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentthis proviso.

Application of Mandatory Prepayments. All amounts required ------------------------------------ to be paid pursuant to this Section 3.3(b2.3(b) shall be applied as follows: (A) -------------- with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.3(b)(i), to ----------------- Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B)2.3(b)(ii) in connection ------------------ with an Asset Loss, (1) first to the Term Loans, to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being be applied to the remaining Principal Amortization Payments principal installments thereof in direct the inverse order of maturities thereof maturity and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof(2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Letter of Credit Obligations, (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B------- 2.3(b)(iii), FIRST, pro rata (1) first to the Tranche A Term Loan Loans, to be applied to the remaining ----------- principal installments thereof in the inverse order of maturity, and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2------- 2.3(b)(iv), FIRST, unless the Borrower shall otherwise elect a different ---------- application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in 2) second to the Revolving Committed Amount) and SECONDTerm Loans, to be applied pro rata to the Tranche A Term Loan remaining principal installments thereof. So long as no Event of Default shall have occurred and the Tranche B Term Loan (be continuing, amounts on deposit in each case ratably to remaining Principal Amortization Payments), (F) with any cash collateral account in respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata of Letter of Credit Obligations shall be remitted promptly to the Tranche A Term Loan Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the Tranche B Term Loan (continuance of an Event of Default, amounts on deposit in each case to remaining Principal Amortization Payments any cash collateral account in inverse order respect of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes Letter of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Credit Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first in accordance with the Security Agreement. Upon each application of funds pursuant to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term ----------------- Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be subject to Section 3.12, but otherwise without premium or penalty, reduced by the amount so applied and shall, in (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentso applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.3(b)(ii) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), to a cash collateral account in respect of LOC Obligations, (C1) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in the Revolving Committed Amount), (D2) with respect second to all amounts prepaid pursuant Term Loans to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, be applied pro rata to the Tranche A remaining principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) first to the Term Loan Loans to be applied pro rata to the remaining principal installments thereof and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Paymentsy) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D))Letter of Credit Obligations, (EC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(22.3(b)(iii), FIRST(1) first to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied pro rata to the remaining principal installments thereof and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (FD) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv2.3(b)(iv), FIRSTunless the Company shall otherwise elect in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to the Term Loans, to be applied pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities principal installments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.3(b) shall be subject to Section 3.124.10. So long as no Event of Default shall have occurred and be continuing, but otherwise without premium or penaltyamounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, and shall, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentSecurity Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(bSections 3.3(b)(ii) and 3.3(b)(v) shall be applied ratably to the Revolving Obligations, the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), the Revolving Obligations (first to Revolving Loans and second to Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) then to a cash collateral account in respect of to secure LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the Revolving Obligations pursuant to this clause Section (Db)(iii))) and (B) to the Term Loans, the Tranche C Term Loans and the New Term Loans, in the inverse order of maturity thereof, allocated ratably between the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans, the Tranche C Term Loans or the New Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) to the extent there are sufficient Revolving Loans, Term Loans or Tranche C Term Loans, as applicable, outstanding to be paid with such prepayment. In the event one or more holders of the Term Loans declines such a prepayment, such declined prepayments shall be split evenly, with fifty percent (E50%) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to of such declined prepayment allocated toward a prepayment of the Revolving Loans and (after all Revolving Loans have been repaid) to with a cash collateral account in respect of LOC Obligations (without any corresponding reduction in the Revolving Committed Amount) and SECOND, pro rata Amount in an amount equal to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts amount prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata such prepayment) and fifty percent (50%) of such declined prepayment being returned to the Tranche A Term Loan and Borrower. In the event one or more holders of the Tranche B C Term Loan Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (in each case to remaining Principal Amortization Payments in inverse order 25%) of maturities thereof) and SECOND, to such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (without any with a corresponding reduction in the Revolving Committed Amount) and (G) with respect Amount in an amount equal to all amounts the amount prepaid pursuant to Section 3.3(b)(vsuch prepayment), FIRST, pro rata twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. In the event one or more holders of the New Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Tranche A C Term Loan Loans (subject to the right of the holders of the Tranche C Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. Notwithstanding the foregoing or anything to the contrary set forth in this Credit Agreement, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated ratably toward a prepayment of the Term Loans, the Tranche C Term Loans and the Tranche B New Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed AmountLoans). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, Obligations and (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST(iii) or (iv), first pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied case ratably to the remaining Principal Amortization Payments thereof) and SECOND, (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without Obligations; provided, however, with respect to any reduction prepayment pursuant to Section 3.3(b)(iii) with proceeds from the issuance of any Subordinated Indebtedness, such prepayment shall be applied first to the Tranche C Term Loan until the Tranche C Term Loan shall have been paid in full. One or more holders of the Revolving Committed AmountTranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (Diii) or (iv) to the extent there are sufficient Tranche A Term Loans outstanding to be paid with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B)such prepayment, FIRST, in which case such declined prepayments shall be allocated pro rata to among the Tranche A Term Loan Loans and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the held by Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to accepting such Lenderprepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B3.3(b)(ii), pro rata to a cash collateral account the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in respect of LOC Obligationseach case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(iii) (other than in respect of any Asset Disposition (x) involving Property described on SCHEDULE 3.3(b)(vii) or (y) involving the Sale and Leaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13), FIRST(iv) or (v), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof1) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D1)), (E2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof), (3) the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving the Sale and SECONDLeaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13, pro rata to the Tranche A Term Loan Acquisition Loans and the Tranche B Term Loan (after all Acquisition Loans have been repaid) as provided in each case ratably to remaining Principal Amortization Payments), (C) above and (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv3.3(b)(vi), FIRSTfirst, pro rata to any revolving loan portion of the Acquisition Loans (ratably to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, then to any term loan portion of the Acquisition Loans (ratably to the Revolving Loans (without any reduction in the Revolving Committed Amountremaining Principal Amortization Payments thereof). Solely for purposes of determining the pro rata share One or more holders of the Lenders in connection with any Tranche B Term Loans may decline to accept a mandatory prepayment referred to in this subclause (D) of this clause (viunder Sections 3.3(b)(ii), (iii), (iv) or (v) to the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding extent there are sufficient outstandings under the Tranche A Term Loans and/or any term portion of the Acquisition Loans to be paid with such prepayment, in which case such declined prepayments shall be deemed to be additional allocated pro rata the term loan portion(s) of the Acquisition Loans, the Tranche A Term Loan principal owing to Loans and the Tranche B Term Loans held by Lenders accepting such Lenderprepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.7(b)(i), (1) first, to the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction to the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii) and (iv), (1) first, to the outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Committed Amount), (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.7(b)(vi), (1) first, to the outstanding Swingline Loans (with a corresponding permanent reduction to the Revolving Committed Amount but not the Swingline Committed Amount (other than pursuant to Section 2.6(b))), (2) second, to the outstanding Revolving Loans (with a corresponding permanent reduction to the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. All prepayments under this Section 3.3(b2.7(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.17 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(bSECTION 2.3(B) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(ASECTION 2.3(B)(I), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(BSECTION 2.3(B)(II) in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), to a cash collateral account in respect of LOC Obligations, (C1) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, FIRST to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction 2) SECOND to Term Loans to be applied PRO RATA to the remaining principal installments thereof and in the Revolving Committed Amount)connection with a Collateral Loss to harvesting and processing machinery and equipment, (Dx) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata FIRST to the Tranche A Term Loan Loans to be applied PRO RATA to the remaining principal installments thereof and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Paymentsy) and SECOND, SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D))Letter of Credit Obligations, (EC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2SECTION 2.3(B)(III), FIRST(1) FIRST to the Term Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied PRO RATA to the remaining principal installments thereof and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (FD) with respect to all amounts prepaid pursuant to Section 3.3(b)(ivSECTION 2.3(B)(IV), FIRST, pro rata to unless the Tranche A Term Loan and the Tranche B Term Loan Company shall otherwise elect in its discretion (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof1) and SECOND, FIRST to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and LOC Obligations of any Lender which then holds outstanding Tranche A (2) SECOND to the Term Loans shall be deemed Loans, to be additional Tranche A Term Loan applied PRO RATA to the remaining principal owing to such Lenderinstallments thereof. Within the parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(bSECTION 2.3(B) shall be subject to Section 3.12SECTION 4.10. So long as no Event of Default shall have occurred and be continuing, but otherwise without premium or penaltyamounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, and shall, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentSecurity Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(bSECTION 2.3(B) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(ASECTION 2.3(B)(I), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B)SECTION 2.3(B)(II) in connection with an Asset Loss, (1) first to the Term Loans, to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being be applied to the remaining Principal Amortization Payments principal installments thereof in direct the inverse order of maturities thereof maturity and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof(2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Letter of Credit Obligations, (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(BSECTION 2.3(B)(III), FIRST, pro rata (1) first to the Tranche A Term Loan Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2SECTION 2.3(B)(IV), FIRST, unless the Borrower shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in 2) second to the Revolving Committed Amount) and SECONDTerm Loans, to be applied pro rata to the Tranche A Term Loan remaining principal installments thereof. So long as no Event of Default shall have occurred and the Tranche B Term Loan (be continuing, amounts on deposit in each case ratably to remaining Principal Amortization Payments), (F) with any cash collateral account in respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata of Letter of Credit Obligations shall be remitted promptly to the Tranche A Term Loan Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the Tranche B Term Loan (continuance of an Event of Default, amounts on deposit in each case to remaining Principal Amortization Payments any cash collateral account in inverse order respect of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes Letter of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Credit Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first in accordance with the Security Agreement. Upon each application of funds pursuant to Base Rate this SECTION 2.3(B)(V) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans and then or to Eurodollar Loans a cash collateral account in direct order respect of Interest Period maturities. All prepayments under this Section 3.3(bLetter of Credit Obligations, (i) the Maximum Credit Line shall be subject to Section 3.12, but otherwise without premium or penalty, reduced by the amount so applied and shall, in (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentso applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.8(b)(i)(A), to Revolving the Dollar Revolving-1 Loans and then (after all Revolving Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.8(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Multi-currency Revolving-1 Loans and then (after all Revolving Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations Obligations, and (without any reduction in the Revolving Committed Amount), (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1Sections 2.8(b)(ii) and 3.3(b)(iii)(Bthrough (v), FIRST(1) first, pro rata to the Tranche A A-1 Term Loan and the Tranche B B-1 Term Loan (in each case ratably to the remaining Principal Amortization Payments) and SECONDprincipal installments thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan may decline to accept a mandatory prepayment to the Revolving extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders accepting such prepayments, and (2) second, pro rata to the Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations (without any reduction in the Revolving Committed Amount) and SECONDObligations, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lenderrata. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.8(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.18 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment. Any prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 pursuant to Section 2.8(b)(ii) will require payment of a premium of 0.50% of the principal amount being prepaid on such date.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b3.3(b)(ii) shall be applied ratably to the Revolving Obligations, the Term Loans and the Tranche C Term Loans in accordance with the respective outstanding amounts thereof as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), the Revolving Obligations (first to Revolving Loans and second to Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) then to a cash collateral account in respect of to secure LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the Revolving Obligations pursuant to this clause Section (Db)(iii))) and (B) to the Term Loans and the Tranche C Term Loans, in the inverse order of maturity thereof, allocated ratably between the Term Loans and the Tranche C Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans or the Tranche C Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) to the extent there are sufficient Revolving Loans or Term Loans, as applicable, outstanding to be paid with such prepayment. In the event one or more holders of the Term Loans declines such a prepayment, such declined prepayments shall be split evenly, with fifty percent (E50%) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to of such declined prepayment allocated toward a prepayment of the Revolving Loans and (after all Revolving Loans have been repaid) to with a cash collateral account in respect of LOC Obligations (without any corresponding reduction in the Revolving Committed Amount) and SECOND, pro rata Amount in an amount equal to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts amount prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata such prepayment) and fifty percent (50%) of such declined prepayment being returned to the Tranche A Term Loan and Borrower. In the event one or more holders of the Tranche B C Term Loan Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (in each case to remaining Principal Amortization Payments in inverse order 25%) of maturities thereof) and SECOND, to such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (without any with a corresponding reduction in the Revolving Committed Amount) and (G) with respect Amount in an amount equal to all amounts the amount prepaid pursuant to Section 3.3(b)(vsuch prepayment), FIRST, pro rata twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the Tranche A right of the holders of the Term Loan Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Tranche B Term Loan Borrower; provided that, in no event shall the Borrower receive greater than fifty percent (in each case ratably to remaining Principal Amortization Payments thereof50%) and SECOND, to of the aggregate declined portions of any prepayment (with any excess being allocated toward a prepayment of the Revolving Loans (without any with a corresponding reduction in the Revolving Committed Amount). Solely for purposes of determining Amount in an amount equal to the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing prepaid pursuant to such Lenderprepayment)). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B3.3(b)(ii), Section 3.3(b)(iv) or Section 3.3(b)(v), pro rata to a cash collateral account the Tranche A Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in respect of LOC Obligationseach case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(iii) (other than in respect of any Asset Disposition (x) involving Property described on Schedule 3.3(b)(vii) or (y) involving Sale and Leaseback Transactions of the real property portion of the MD Assets as permitted by Section 8.13), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof1) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D1)), (E2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof) and (3) the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) in respect of any Asset Disposition involving Property described on Schedule 3.3(b)(vii), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) in respect of any Asset Disposition involving the Sale and SECONDLeaseback Transaction of the real property portion of the MD Assets as permitted by Section 8.13, pro rata to the Tranche A Term Loan Acquisition Loans and the Tranche B Term Loan (after all Acquisition Loans have been repaid) as provided in each case ratably to remaining Principal Amortization Payments)(C) above, (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv)) in respect of a Debt Issuance of Subordinated Notes occurring within 90 days after the Amendment No. 4 Effective Date, FIRST, pro rata to Acquisition Loans (without any reduction in the Tranche A Term Acquisition Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereofCommitted Amount) and SECOND, (after all Acquisition Loans have been repaid) to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v3.3(b)(vi), FIRSTfirst, pro rata to any revolving loan portion of the Acquisition Loans (ratably to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, then to any term loan portion of the Acquisition Loans (ratably to the Revolving Loans (without any reduction in the Revolving Committed Amountremaining Principal Amortization Payments thereof). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) subsection 2.6 shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(Asubsection 2.6(b)(i)(A), to Revolving Credit Loans and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(Bsubsection 2.6(b)(i)(B), to Swingline Loans, (C) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(C), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1subsections 2.6(b)(ii), 2.6(b)(iii)(B) and 3.3(b)(iii)(B2.6(b)(iv), FIRSTfirst to reduce the Tranche B Term Loan, pro rata second to reduce the Tranche C Term Loan and third to reduce the Tranche A Term Loan and (such reduction of the Tranche B A Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)be pro rata across amortization payment maturities), and (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2subsection 2.6(b)(iii)(A), FIRST, first to the Revolving Credit Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in permanently reduce the Revolving Committed Amount) , second to reduce the Tranche B Term Loan, third to reduce the Tranche C Term Loan and SECOND, pro rata fourth to reduce the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to such reduction of the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, be pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amountacross amortization payment maturities). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(bsubsection 2.6(b) shall be subject to Section 3.12, but otherwise without premium or penalty, subsection 3.5 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(bsubsection 2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(Asubsection 2.6(b)(i)(A), to U.S. Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(Bsubsection 2.6(b)(i)(B), to U.S. Revolving Loans and/or Swingline Loans and (after all such Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iisubsection 2.6(b)(i)(C), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Multicurrency Revolving Loans and/or Swingline Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Obligations, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(Bsubsection 2.6(b)(i)(D), FIRSTto Swingline Loans, pro rata (E) with respect to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably all amounts prepaid pursuant to remaining Principal Amortization Payments) and SECONDsubsection 2.6(b)(i)(E), to the a cash collateral account in respect of LOC Obligations, (F) with respect to all amounts prepaid pursuant to subsection 2.6(b)(i)(F), to Canadian Revolving Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC BA Obligations (in accordance with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)subsection 2.18(g), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(vsubsection 2.6(b)(i)(G), FIRSTto Term Loans under the applicable Term Loan Tranche (and if the Term Loan being prepaid is the Tranche A Term Loan, then such payments shall be applied pro rata across amortization payment maturities), (H) with respect to all amounts prepaid pursuant to subsections 2.6(b)(ii), 2.6(b)(iii)(B) and 2.6(b)(iv), first to reduce the Tranche B Term Loan, second to reduce the Tranche C Term Loan and third to reduce the Tranche A Term Loan (such reduction of the Tranche A Term Loan to be pro rata across amortization payment maturities), and (I) with respect to all amounts prepaid pursuant to subsection 2.6(b)(iii)(A), first to Revolving Credit Loans (pro rata among U.S. Revolving Loans, Multicurrency Revolving Loans and Canadian Revolving Loans) and to permanently reduce the Revolving Committed Amounts (on a pro rata basis), second to reduce the Tranche B Term Loan, third to reduce the Tranche C Term Loan (in each case ratably and fourth to remaining Principal Amortization Payments thereof) and SECOND, to reduce the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing (such reduction of the Tranche A Term Loan to such Lenderbe pro rata across amortization payment maturities). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.to

Application of Mandatory Prepayments. All amounts required to ------------------------------------ be paid pursuant to this Section 3.3(b2.3(b) shall be applied as follows: -------------- (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.3(b)(i), ----------------- to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.3(b)(ii) ------------------ in connection with a Collateral Loss (other than a Collateral Loss of harvesting and processing machinery and equipment), to a cash collateral account in respect of LOC Obligations, (C1) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata first to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the ----- Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction 2) second to Term Loans to be applied pro rata to the remaining ------ --- ---- principal installments thereof and in connection with a Collateral Loss to harvesting and processing machinery and equipment, (x) first ----- to the Term Loans to be applied pro rata to the remaining principal --- ---- installments thereof and (y) second to the Revolving Committed Amount)Loans and (after ------ all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B2.3(b)(iii), FIRST(1) first to the Term ------------------- ----- Loans, but only to the extent the Asset Disposition is of harvesting and processing machinery and equipment, to be applied pro rata to the Tranche A Term Loan --- ---- remaining principal installments thereof and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments2) and SECOND, second to the ------ Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2------- 2.3(b)(iv), FIRST, unless the Company shall otherwise elect in its discretion ---------- (1) first to the Revolving Loans and (after all Revolving Loans have ----- been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in 2) second to the Revolving Committed Amount) and SECONDTerm Loans, to be applied pro ------ --- rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities principal installments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the ---- parameters of the applications set forth aboveabove for Revolving Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.3(b) shall be subject to Section 3.12-------------- ------- 4.10. So long as no Event of Default shall have occurred and be ---- continuing, but otherwise without premium or penaltyamounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrowers upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, and shall, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentSecurity Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.8(b)(i)(A), to Revolving the Dollar Revolving-1 Loans and then (after all Revolving Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.8(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Multi-currency Revolving-1 Loans and then (after all Revolving Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations Obligations, and (without any reduction in the Revolving Committed Amount), (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1Sections 2.8(b)(ii) and 3.3(b)(iii)(Bthrough (v), FIRST(1) first, pro rata to the Tranche A A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche B C Term Loan (in each case ratably to the remaining Principal Amortization Payments) and SECONDprincipal installments thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan and/or the Tranche C Term Loan, as applicable, may decline to accept a mandatory prepayment to the Revolving extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan held by Lenders accepting such prepayments, and (2) second, pro rata to the Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations (without any reduction in the Revolving Committed Amount) and SECONDObligations, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lenderrata. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.8(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.18 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment. Any prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 pursuant to Section 2.8(b)(ii) will require payment of a premium of 0.50% of the principal amount being prepaid on such date.

Application of Mandatory Prepayments. All amounts Any amount ------------------------------------ required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to this Section 3.3(bsubsections 2.4B(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 Revolving Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment applicable to the Revolving Loans, and third, to the extent of ----- any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any amount required to be applied as follows: (A) with respect to all amounts prepaid a mandatory prepayment of the Term Loans pursuant to Section 3.3(b)(i)(A), subsection 2.4B(iii)(f) shall be applied only to Revolving prepay the Term Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and full extent thereof. Any mandatory prepayments of the Tranche B Term Loan (withLoans pursuant to subsection 2.4B(iii), in each case, 25% of such prepayment being shall be applied to reduce the scheduled installments of principal of the Tranche B 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 Principal Amortization Payments scheduled installment of principal of the Tranche B Term Loans set forth in direct order subsection 2.4A. Any amount required to be applied as a mandatory prepayment of maturities thereof and 75% of such prepayment being the Loans pursuant to subsection 2.4B(iii)(h) shall be applied ratably first to repay ----- outstanding Revolving Loans to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and full extent thereof (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (but without any reduction in the Revolving Committed AmountLoan Commitments), (D) with respect and second to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata repay outstanding Term Loans to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities full extent ------ thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all the Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(i)(C), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Swingline Loans, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B3.3(b)(ii), FIRST, pro rata first to the Tranche A Term Loan Swingline Loans and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the then Revolving Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (D)), ) and (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) or (iv), FIRST, first to the Swingline Loans and then to Revolving Loans and (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such LenderObligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 3.3 would have the effect of reducing the Revolving Committed Amount below the amount necessary to support LOC Obligations, such portion of the prepayment shall be applied to a cash collateral account in respect of such LOC Obligations and the Revolving Committed Amount shall not be reduced thereby.

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent (i) pursuant to Section 2.8 or any other prepayment of the Obligations required to be paid applied in accordance with this clause (b) other than in respect of any payment required pursuant to this Section 3.3(b2.8(a) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A)first, to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), repay the outstanding principal amount balance of all Revolving the Term Loans and LOC Obligations of any Lender which then holds outstanding Tranche A the Other Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments maturity to the next four scheduled amortization payments and thereafter ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under this the Second Lien Credit Agreement in accordance with the terms of the Second Lien Loan Documents and, then, with any excess to be distributed to the Borrower and (ii) pursuant to Section 3.3(b2.8(a) shall be applied first, to repay the outstanding principal balance of the Term Loans and the Other Term Loans ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to Section 3.12the Intercreditor Agreement, but otherwise without premium or penaltyto repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with the terms of the Second Lien Loan Documents and, and shallthen, in with any excess to be distributed to the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentBorrower.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.3(b) shall be applied applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B)2.3(b)(ii) in connection with an Asset Loss, (1) first to the Term Loans, to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being be applied to the remaining Principal Amortization Payments principal installments thereof in direct the inverse order of maturities thereof maturity and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof(2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Letter of Credit Obligations, (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B2.3(b)(iii), FIRST, pro rata (1) first to the Tranche A Term Loan Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(22.3(b)(iv), FIRST, unless the Borrower shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in 2) second to the Revolving Committed Amount) and SECONDTerm Loans, to be applied pro rata to the Tranche A Term Loan remaining principal installments thereof. So long as no Event of Default shall have occurred and the Tranche B Term Loan (be continuing, amounts on deposit in each case ratably to remaining Principal Amortization Payments), (F) with any cash collateral account in respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata of Letter of Credit Obligations shall be remitted promptly to the Tranche A Term Loan Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the Tranche B Term Loan (continuance of an Event of Default, amounts on deposit in each case to remaining Principal Amortization Payments any cash collateral account in inverse order respect of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes Letter of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Credit Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first in accordance with the Security Agreement. Upon each application of funds pursuant to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be subject to Section 3.12, but otherwise without premium or penalty, reduced by the amount so applied and shall, in (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentso applied.

Application of Mandatory Prepayments. All amounts (a) Whenever any mandatory prepayment is required to be paid made pursuant to this Section 3.3(b) ss.4.9, such prepayment shall be applied as followsby the Agent in the following order: first, to (A) with respect prior to all amounts prepaid pursuant the termination of the Acquisition Loan Commitment Period, first to Section 3.3(b)(i)(A), to Revolving prepay the principal of outstanding Term Loans A and (after all Revolving Term Loans have been repaid) to B on a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata basis, with the Term Loans A to receive the Tranche A Term Loan A Percentage and the Tranche Term Loans B to receive the Term Loan (withB Percentage, in each case, 25% of the total amount to be applied as a mandatory prepayment of Term Loans pursuant to this ss.4.10, and which prepayments of such prepayment being Term Loans shall be applied to reduce the then remaining Principal Amortization Payments scheduled installments of principal due on the respective Tranche pro rata (based on the then remaining scheduled installment payments of the respective Tranche), and second to prepay the outstanding principal of the Acquisition Loans and the UK Acquisition Loans on a pro rata basis, and (B) after the termination of the Acquisition Loan Commitment, to prepay the principal of outstanding Term Loans A, Term Loans B, Acquisition Loans and UK Acquisition Loans on a pro rata basis, with the Term Loans A to receive the Term Loan A Percentage, the Term Loans B to receive the Term Loan B Percentage, the Acquisition Loans to receive the Acquisition Loan Percentage, and the UK Acquisition Loans to receive the UK Acquisition Loan Percentage, in direct order each case, of maturities thereof the total amount to be applied as a mandatory prepayment of Term Loans, Acquisition Loans and 75% UK Acquisition Loans pursuant to this ss.4.10, and which prepayments of such prepayment being Term Loans, Acquisition Loans and UK Acquisition Loans shall be applied ratably to reduce the then remaining Principal Amortization Payments thereof) and SECONDscheduled installments of principal due on the respective Tranche pro rata (based on the then remaining scheduled installment payments of the respective Tranche), second, to prepay the outstanding principal of the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECONDCredit Loans; third, to pay outstanding Reimbursement Obligations; fourth, to cash collateralize Letter of Credit Exposure by depositing cash into the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect Letter of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount Credit Cash Collateral Account in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect such Letter of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentCredit Exposure.

Application of Mandatory Prepayments. All amounts required to ------------------------------------ be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST(iii), pro rata (iv), (v) or (vi): (A) 34 1/2% of such amounts shall be applied to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and as follows: (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (Di) with respect to all amounts prepaid pursuant the first $10 million of prepayment proceeds applied to Section 3.3(b)(iii)(A)(1the Term Loan, to the installment of principal due on May 28, 2001, (ii) with respect to the next $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2001, (iii) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on January 2, 2002, (iv) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on February 28, 2002, (v) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2002, (vi) with other prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2002) and 3.3(b)(iii)(B)(vii) after making the prepayments set forth in clauses (i) through (vi) above, FIRST, in the inverse order of maturity) and (B) 65 1/2% of all such amounts shall be applied pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization PaymentsI) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (GII) with respect to all amounts prepaid the New Term Loan (and if the Maturity Date has been extended pursuant to Section 3.3(b)(v)2.5, FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amountinverse order of maturity thereof). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.8(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.8(b)(ii), to pro rata across the Revolving Loans (with a cash collateral account corresponding reduction in respect the Revolving Commitments), the Tranche A Term Loan and the Tranche B Term Loan outstanding as of LOC Obligations, such date and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iiSections 2.8(b)(iii) through (v), FIRST, pro rata (1) FIRST PRO RATA to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (iv) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and SECONDthe Tranche B Term Loan held by Lenders accepting such prepayments, and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such LenderObligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.8(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.18 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required ------------------------------------ to be paid pursuant to this Section 3.3(b2.3(b) shall be applied as follows: (A) -------------- with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.3(b)(i), to ----------------- Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B)2.3(b)(ii) in connection ------------------ with an Asset Loss, (1) first to the Term Loans, to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being be applied to the remaining Principal Amortization Payments principal installments thereof in direct the inverse order of maturities thereof maturity and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof(2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Letter of Credit Obligations, (DC) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B------- 2.3(b)(iii), FIRST, pro rata (1) first to the Tranche A Term Loan Loans, to be applied to the remaining ----------- principal installments thereof in the inverse order of maturity, and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments2) and SECOND, second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2------- 2.3(b)(iv), FIRST, unless the Borrower shall otherwise elect a different ---------- application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Letter of Credit Obligations and (without any reduction in 2) second to the Revolving Committed Amount) and SECONDTerm Loans, to be applied pro rata to the Tranche A Term Loan remaining principal installments thereof. So long as no Event of Default shall have occurred and the Tranche B Term Loan (be continuing, amounts on deposit in each case ratably to remaining Principal Amortization Payments), (F) with any cash collateral account in respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata of Letter of Credit Obligations shall be remitted promptly to the Tranche A Term Loan Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the Tranche B Term Loan (continuance of an Event of Default, amounts on deposit in each case to remaining Principal Amortization Payments any cash collateral account in inverse order respect of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes Letter of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Credit Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first in accordance with the Security Agreement. Upon each application of funds pursuant to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be subject to Section 3.12, but otherwise without premium or penalty, reduced by the amount so applied and shall, in (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentso applied.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to the Revolving Loans and (after all Revolving Loans have been repaid), to Swingline Loans and (after all Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(i)(C), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount)Swingline Loans, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, first to the Revolving Loans until paid in full, then to the Swingline Loans until paid in full, and (after all Revolving Loans have been repaid) then to a cash collateral account in respect of to LOC Obligations (Obligations, and with respect to any Asset Disposition not permitted by Section 8.5, each such prepayment made pursuant to Section 3.3(b)(ii) shall accompanied by a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D))Amount, (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) and (iv), FIRST, first to the Revolving Loans until paid in full, then to the Swingline Loans until paid in full, and (after all Revolving Loans have been repaid) then to a cash collateral account in respect of LOC Obligations (without any Obligations, provided, however, at such time as the aggregate amounts prepaid pursuant to Section 3.3(b)(iii) exceed $35 million, each such prepayment made pursuant to Section 3.3(b)(iii) shall be accompanied by a corresponding reduction in the Revolving Committed Amount) and SECOND. Notwithstanding the foregoing, pro rata with respect to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably any prepayment pursuant to remaining Principal Amortization PaymentsSection 3.3(b)(ii), (Fiii) with respect to all amounts prepaid pursuant to Section 3.3(b)(ivor (iv), FIRSTso long as no Default or Event of Default exists, pro rata the Borrower shall not be required to cash collateralize the Tranche A Term Loan and LOC Obligations outstanding as of the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order date of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in such prepayment provided that the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share Amount as of the Lenders in connection with any date of such prepayment referred to in this subclause (D) of this clause (vi), exceeds the outstanding principal amount of all Revolving Loans and LOC Obligations outstanding as of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lenderdate. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.7(b)(i), (1) first, to the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid) ), to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (1) first, to the Term Loan (on a pro rata basis across the remaining amortization payments set forth in Section 3.3(b)(i)(B2.2(b), (2) second to outstanding Swingline Loans (with a corresponding permanent reduction in the Revolving Committed Amount), (3) third, to the outstanding Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii2.7(b)(v), FIRST, pro rata (I) with respect to the Tranche A Term Loan and Excess Cash Flow repayment to be made for the Tranche B Term Loan (withtwelve-month period ended June 30, in each case2006, 25100% of such prepayment being amount shall be applied to the amortization payment due hereunder pursuant to Section 2.2(b) on June 30, 2007, with (x) 50% of the remainder, if any, to be applied to the amortization payment due hereunder pursuant to Section 2.2(b) on June 30, 2008 and (y) 50% of the remainder to be applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably amortization payments due hereunder pursuant to the remaining Principal Amortization Payments thereofSection 2.2(b) and SECOND, to the Revolving Loans thereafter on a pro rata basis and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (DII) with respect to all amounts prepaid the Excess Cash Flow prepayment to be made for the twelve-month period ended June 30, 2007 and each Excess Cash Flow prepayment to be made thereafter, (w) first, 50% of such amount to be applied to the amortization payment due hereunder pursuant to Section 3.3(b)(iii)(A)(12.2(b) and 3.3(b)(iii)(B)on June 30, FIRST2008, (x) second, 50% of such amount to be applied to the remaining amortization payments due hereunder pursuant to Section 2.2(b) thereafter on a pro rata to basis until the Tranche A Term Loan and the Tranche B Term Loan is paid in full, (in each case ratably to remaining Principal Amortization Paymentsy) and SECONDthird, to the outstanding Revolving Loans Loans, and (after all Revolving Loans have been repaidz) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRSTfourth, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect collateralize outstanding letters of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lendercredit. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 3.3(b2.7(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 2.17 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), to Revolving Loans and (after all 48 Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B3.3(b)(ii), pro rata to a cash collateral account the Tranche A Term Loan, the Tranche B Term Loan and, if applicable, any term loan portion of the Acquisition Loans (in respect of LOC Obligationseach case ratably to the remaining Principal Amortization Payments thereof), (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii3.3(b)(iii) (other than in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii)), FIRST(iv) or (v), pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof1) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D1)), (E2) any term loan portion of the Acquisition Loans (ratably to the remaining Principal Amortization Payments thereof), (3) the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) in respect of any Asset Disposition involving Property described on SCHEDULE 3.3(b)(vii), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (FE) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv3.3(b)(vi), FIRSTfirst, pro rata to any revolving loan portion of the Acquisition Loans (ratably to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, then to any term loan portion of the Acquisition Loans (ratably to the Revolving Loans (without any reduction in the Revolving Committed Amountremaining Principal Amortization Payments thereof). Solely for purposes of determining the pro rata share One or more holders of the Lenders in connection with any Tranche B Term Loans may decline to accept a mandatory prepayment referred to in this subclause (D) of this clause (viunder Sections 3.3(b)(ii), (iii), (iv) or (v) to the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding extent there are sufficient outstandings under the Tranche A Term Loans and/or any term portion of the Acquisition Loans to be paid with such prepayment, in which case such declined prepayments shall be deemed to be additional allocated pro rata the term loan portion(s) of the Acquisition Loans, the Tranche A Term Loan principal owing to Loans and the Tranche B Term Loans held by Lenders accepting such Lenderprepayments. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to (1) the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied ratably to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied thereof), (2) the Delayed Draw Term Loan (ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid3) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (3)) and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) or (iv), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Delayed Draw Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All Subject to the next succeeding paragraph, all amounts required to be paid pursuant to this Section 3.3(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A2.05(b)(i)(A), first, to Revolving Swing Line Loans, second, to Committed Loans and (after all Revolving the Committed Loans have been repaid) to a cash collateral account in respect of LOC L/C Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B2.05(b)(i)(B), to a cash collateral account in respect of LOC L/C Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii2.05(b)(i)(C), FIRSTto Swing Line Loans, pro rata (D) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), first to the Tranche A Term Loan Swing Line Loans and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving then Committed Loans and (after all Revolving such Loans have been repaid) to a cash collateral account in respect of LOC L/C Obligations (without any with a corresponding reduction in the Revolving Aggregate Commitments in an amount equal to all amounts applied, or available to be applied, to Swing Line Loans, Committed Amount), Loans and in respect of L/C Obligations pursuant to this clause (D)) and (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(12.05(b)(iii) and 3.3(b)(iii)(Bor (iv), FIRST, pro rata first to the Tranche A Term Loan Swing Line Loans and the Tranche B Term Loan (in each case ratably then to remaining Principal Amortization Payments) and SECOND, to the Revolving Committed Loans and (after all Revolving Committed Loans and Swing Line Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such LenderL/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b2.05(b) shall be subject to Section 3.123.05, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing, to the extent that any mandatory prepayment required under this Section 2.05 would have the effect of reducing the Aggregate Commitments below the amount necessary to support L/C Obligations, such portion of the prepayment shall be applied to a cash collateral account in respect of such L/C Obligations and the Aggregate Commitments shall not be reduced thereby.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), first to Swingline Loans and then to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereofiv) and SECOND, to the Revolving Loans and or (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amountv), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization PaymentsPayments thereof) and SECOND(C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), pro rata to (1) the Swingline Loans, (2) the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D2)), (E3) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, (4) the Tranche B Term Loan (ratably to the Revolving Loans (without any reduction in the Revolving Committed Amountremaining Principal Amortization Payments thereof). Solely for purposes of determining the pro rata share One or more holders of the Lenders in connection with any Tranche B Term Loans may decline to accept a mandatory prepayment referred to in this subclause (D) of this clause (viunder Sections 3.3(b)(ii), (iii), (iv) or (v) to the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case such declined prepayments shall be deemed to be additional allocated pro rata among the Tranche A Term Loan principal owing to Loans and the Tranche B Term Loans held by Lenders accepting such Lenderprepayments. Within the parameters of the applications set forth above, prepayments of Revolving Loans, the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), first to Swingline Loans and then to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereofSection 3.3(b)(iv) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amountor Section 3.3(b)(v)(A), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to the remaining Principal Amortization PaymentsPayments thereof) and SECOND(C) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or Section 3.3(b)(v)(B), pro rata to (1) the Swingline Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (1)), (2) the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D2)), (E3) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, (4) the Tranche B Term Loan (ratably to the Revolving Loans (without any reduction in the Revolving Committed Amountremaining Principal Amortization Payments thereof). Solely for purposes of determining the pro rata share of the Lenders ; provided, however, that in connection with any a Sponsor Equity Issuance consummated at a time that the Total Leverage Ratio as of the most recent fiscal quarter end with respect to which the Agent has received the Required Financial Information is equal to or less than 6.5 to 1.0, all amounts required to be prepaid pursuant to Section 3.3(b)(v)(B) shall be applied by the Borrower in the manner provided in Section 3.3(a). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment referred to in this subclause (D) of this clause (viunder Section 3.3(b)(ii), Section 3.3(b)(iii), Section 3.3(b)(iv) or Section 3.3(b)(v) to the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case such declined prepayments shall be deemed to be additional allocated pro rata among the Tranche A Term Loan principal owing to Loans and the Tranche B Term Loans held by Lenders accepting such Lenderprepayments. Within the parameters of the applications set forth above, prepayments of Revolving Loans, the Tranche A Term Loan or the Tranche B Term Loan shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.12 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. All Subject to the next ------------------------------------ succeeding paragraph, all amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to (1) the Tranche A Term Loan and the Tranche B Term Loan (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof2) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any with a corresponding reduction in the Revolving Committed Amount), (D) with respect Amount in an amount equal to all amounts prepaid applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to Section 3.3(b)(iii)(A)(1this clause (2)) and 3.3(b)(iii)(B), FIRST, pro rata to in the Tranche A event the Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECONDshall have been fully repaid, all to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to this clause (C)) and (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(23.3(b)(iii) or (iv), FIRSTto the Term Loan and, to in the event that the Term Loan shall have been fully repaid, the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any with a corresponding reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (Amount in each case ratably to remaining Principal Amortization Payments), (F) with respect an amount equal to all amounts prepaid applied, or available to be applied, to Revolving Loans and in respect of LOC Obligations pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (viD), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, except for any applicable Term Loan Prepayment Fee, and shall, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing, (i) to the extent that any mandatory prepayment required under this Section 3.3 would have the effect of reducing the Revolving Committed Amount below the amount necessary to support LOC Obligations, such portion of the prepayment shall be applied to a cash collateral account in respect of such LOC Obligations and the Revolving Committed Amount shall not be reduced thereby and (ii) the Borrower shall not be required to reduce the Revolving Committed Amount in connection with any mandatory prepayment of Revolving Loans to the extent the then current book value of the Properties of the Consolidated Parties after giving effect to the relevant transaction is greater than or equal to $1,500,000,000.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A3.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account (held by the Administrative Agent for the ratable benefit of the Lenders) in respect of LOC Obligations, Obligations and (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(BSections 3.3(b)(ii)-(vi), to a cash collateral account in respect of LOC Obligations, (C1) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, first pro rata to the Tranche A Term Loan A and the Tranche B Term Loan B (with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments principal installments thereof); provided that one or more holders of the Term Loan B may decline to accept a mandatory prepayment under Section 3.3(b)(ii) - (vi) to the extent there is a sufficient portion of the Term Loan A outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated, on a pro rata basis, to the holders of the Term Loan A and SECONDthe holders of the Term Loan B accepting such prepayments, and (2) second pro rata to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such LenderObligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to Eurodollar LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, 3.13 and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through to the date of prepayment. Amounts prepaid on Swingline Loans and Revolving Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Application of Mandatory Prepayments. All amounts required to be paid prepaid pursuant to clause (iv), (v), (vi), (vii), (viii), (ix) or (x) of this Section 3.3(b2.13(b) shall be applied as follows: (A) with respect first to all amounts prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRSTthe Term Loan, pro rata to the Tranche A Term Loan remaining amortization payments set forth in Section 2.13(d), (B) second to outstanding Swing Line Loans, (C) third to outstanding Revolving Loans, and the Tranche B Term Loan (withD) fourth, in each caseto any outstanding LC Disbursement, 25% of such prepayment being applied then to the remaining Principal Amortization Payments Administrative Agent to cash collateralize the aggregate amount of LC Exposure at such time in direct order of maturities thereof the same manner as provided in Section 2.05(j) (and 75% of such prepayment being applied ratably to Section 2.05(j) (other than the remaining Principal Amortization Payments last sentence thereof) and SECONDshall apply, mutatis mutandis, to such obligation to cash collateralize). Subject to Section 2.05(j), such amounts shall be held as security for the Revolving Loans and (after all Revolving Loans have been repaid) reimbursement obligations of the Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral account agreement to be entered into in respect form and substance reasonably satisfactory to the Administrative Agent, each L/C Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for monthly remittance to the Borrower of LOC Obligations (without any reduction in interest accrued on such cash collateral amount. All such prepayments of the Revolving Committed AmountTerm Loans shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(xiii), (D) then, with respect to all amounts such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that attempts to minimize, but without obligation to minimize, the amount of any breakage payments required to be made by the Borrower pursuant to Article III. All such prepayments of the Revolving Loans shall be applied on a pro rata basis to the then outstanding Revolving Loans being prepaid irrespective of whether such outstanding Revolving Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Revolving Loans pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B2.13(xiii), FIRSTthen, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Revolving Loans that are ABR Loans to the full extent thereof before application to Revolving Loans that are Eurodollar Loans in a manner that attempts to minimize, but without obligation to minimize, the amount of any breakage payments required to be made by the Borrower pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount)Article III. Solely for purposes of determining the pro rata share of the Lenders in connection with any prepayment referred to in this subclause (D) of this clause (vi), If the outstanding principal amount of all Revolving Eurodollar Loans and LOC Obligations made pursuant to a Borrowing is reduced below $1,000,000 as a result of any Lender which such repayment or prepayment, then holds all the Loans outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing pursuant to such Lender. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and Borrowing shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepaymentConverted into ABR Loans.