Common use of Application of Prepayments Clause in Contracts

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Amounts (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied pursuant to this Section 2.03 to as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied first (x) to reduce prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding Base Rate principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). Any amounts remaining after each If the Borrowers fail to specify the Loans to which any such application prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay Eurodollar Rate the Term Loans. Notwithstanding , the foregoingExtended Term Loans, if the amount of Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any prepayment of Lenders under any Extended Term Loans, Other Term Loans required under this Section 2.03 or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be in excess further applied on a pro rata basis to the first eight remaining Installments of principal of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the BorrowerTerm Loans, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to Extended Term Loans, the Administrative Agent Other Term Loans and the Borrower and applied to the prepayment Incremental Term Loans in direct order of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent maymaturity, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit a pro rata basis to the payment of all such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05remaining Installments.

Application of Prepayments. Amounts Subject to be applied Section 1.10(c), any prepayments pursuant to this Section 2.03 to the prepayment of Loans 1.8(b), 1.8(c) or 1.8(d) shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied by the Issuer to prepay Eurodollar Rate Loansthe outstanding Term Loans pro rata based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount). The Issuer shall provide Agent and the Purchasers with at least two Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, if the amount each Purchaser may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loans otherwise required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.03 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Issuer no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Purchaser shall be in excess of specify the principal amount of the Base Rate mandatory prepayment of Term Loans at to be rejected by such Purchaser. If a Purchaser fails to deliver a Rejection Notice to the Purchasers within the time outstanding (an “Excess Amount”), only frame specified above or such Rejection Notice fails to specify the portion principal amount of the Term Loans to be rejected, any such failure will be deemed a rejection by such Purchaser of the total amount of such mandatory prepayment as is equal to the amount of such outstanding Base Rate Term Loans shall otherwise owed to such Purchaser. To the extent that any prepayment pursuant to this Section 1.8 would otherwise be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar a LIBOR Rate Loans on Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Issuer may instruct each Purchaser in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is amounts are intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been amounts are used in full to repay such Loans Term Loans) and (ii) at any time while an Event then such Purchaser shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuingthe applicable Interest Period. Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Issuer shall pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date), in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms (which account shall be subject to a Control Agreement reasonably satisfactory to the Administrative Agent and the Borrower Agent) and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Loans shall be applied applied, first to reduce outstanding Base Rate ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Parent Borrower shall select the borrowing or borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.08(h), subject to the provisions of this Section 2.08(g). Any prepayments pursuant to Section 2.08(c), (d), (e) or (f) shall be applied to reduce scheduled installments of Term Loans required under Section 3.01(b), first, to such scheduled prepayments due on dates occurring within the 12 months following such prepayment in direct order of maturity and, second, on a pro rata basis among the installments remaining to be made on each other term loan payment date. Prepayments pursuant to Section 2.08(a) shall be applied to reduce scheduled installments of Term Loans as directed by the Parent Borrower. Amounts to be applied pursuant to this Section 2.03 2.08 to the prepayment of Term Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate LIBOR Term Loans or LIBOR Revolving Credit Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.08 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Parent Borrower, the Excess Amount shall be either (A) deposited in an escrow a deposit account on terms reasonably satisfactory over which the Collateral Agent has “control” (as defined in Article 9 of the UCC) pursuant to a control agreement entered into by the Administrative Parent Borrower, Collateral Agent and the Borrower other parties thereto in accordance with the Loan Documents, and applied to the prepayment of Eurodollar Rate LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Majority Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.055.03.

Application of Prepayments. Amounts Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments pursuant to Section 2.8(c) or 2.8(d) shall be applied to prepay the next eight installments of each Class of Term Loan, if any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be applied made pursuant to clauses (c) and (d) of this Section 2.03 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to reduce outstanding any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Any amounts remaining after Together with each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower2.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0511.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Revolving Loans. Any , and, second, any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. Amounts Subject to be applied Section 1.10(c), any prepayments pursuant to this Section 2.03 to the prepayment of Loans 1.8(c), 1.8(d) or 1.8(e) shall be applied first to reduce outstanding Base Rate prepay the next four (4) installments of each tranche of Term Loans. Any amounts remaining after each such application shall be applied , if any, in direct order of maturity and then to prepay Eurodollar Rate all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement; provided, however, to the extent Agent receives a prepayment in excess of $3,500,000 pursuant to Section 1.8(c) as a result of any Disposition or Event of Loss (or any series of related Dispositions or Events of Loss), Agent may elect, in its sole discretion, to first apply such Net Proceeds to prepay outstanding LIFO Revolving Loans (without permanent reduction of the Aggregate LIFO Revolving Loan Commitments). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if the amount any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding 1.8 by providing written notice (an each, a “Excess AmountRejection Notice”), only the portion of the amount of such prepayment as is equal ) to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to the prepayment of Eurodollar a LIBOR Rate Loans on Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is amounts are intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been amounts are used in full to repay such Loans Loans) and (ii) at any time while an Event then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuingthe applicable Interest Period. Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Borrower shall pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Amounts Subject to Section 1.10(c) and except as may otherwise be applied set forth in any Extension Offer with respect to any Extended Term Loan or in any amendment with respect to Incremental Term Loans, or pursuant to this the agreements governing Incremental Equivalent Indebtedness, or as otherwise provided herein, any prepayments pursuant to Section 2.03 to the prepayment of Loans 1.8(c) or 1.8(d) shall be applied first to reduce prepay installments of each Class of Term Loan, if any, in direct order of maturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans), second to prepay outstanding Base Rate Swing Loans without permanent reduction of the Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.5; provided that in no event shall any Incremental Term Loans or the refinancing of any thereof be permitted to be voluntarily or mandatorily prepaid pursuant to Section 1.7 or Section 1.8, as applicable, prior to the repayment in full of the then outstanding Term Loans unless accompanied by at least a ratable repayment of such Term Loans. Any To the extent permitted by the foregoing sentence, amounts remaining after each such application prepaid shall be applied first to prepay Eurodollar any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Notwithstanding the foregoing, if the amount of any Together with each prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing(s) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (g) of this Section. Except as provided in Section 2.03(j), in the event of any mandatory prepayment of Borrowings made at a time when Borrowings of more than one Class remain outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Borrowings (and, to the extent provided in the Refinancing Amendment for any Class of Other Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any Lender (and, to the extent provided in the Refinancing Amendment for any Class of Other Loans, any Lender that holds Other Loans of such Class) may elect, by notice to the Administrative Agent in writing at least three Business Days prior to the prepayment date, to decline all or any portion of any prepayment of its Loans or Other Loans of any such Class pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) of this Section, a mandatory prepayment pursuant to Section 2.03(c) in respect of refinancing indebtedness and mandatory prepayments pursuant to Section 2.03(j), which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to prepay Loans or Other Loans of any such Class but was so declined shall be retained by the Borrower and the Subsidiaries (such amounts, “Retained Declined Proceeds”). Optional prepayments of Borrowings shall be allocated among the Classes of Borrowings as directed by the Borrower. In the absence of a designation by the Borrower as described in the preceding provisions of this paragraph of the Type of Loan of any Class, Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. Amounts to be applied (a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to this Section 2.03 to the prepayment of Loans subsection 2.4B(i) shall be applied first as specified by Company in the applicable notice of prepayment; PROVIDED that in the event Company fails to reduce specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRST to repay outstanding Base Rate LoansSwing Line Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to repay outstanding Term Loans to the full extent thereof. Any amounts remaining after each such application Unless otherwise specified by Company in the applicable notice of prepayment, any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if Tranche B Term Loans on a pro rata basis (in accordance with the amount of any prepayment of Loans required under this Section 2.03 outstanding principal amounts thereof) and shall be applied on a pro rata basis (in excess accordance with the outstanding principal amounts thereof) to each scheduled installment of principal of the amount of the Base Rate Tranche B Term Loans set forth in subsection 2.4A(ii) that is unpaid at the time outstanding of such prepayment. Notwithstanding anything under this subsection 2.4B(iv)(a) to the contrary, Tranche B Term Lenders shall have the option to waive their rights to receive any voluntary prepayment pursuant to subsection 2.4B(i) (an “Excess Amount”a "WAIVABLE VOLUNTARY PREPAYMENT"). In the event any such Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Voluntary Prepayment, only (1) such Tranche B Term Lender shall so advise Administrative Agent in writing no later than the portion close of business on the Business Day following the date it receives notice of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the from Administrative Agent and (2) upon receipt of such written advice from such Tranche B Term Lender, Administrative Agent shall apply the Borrower amount so waived by such Tranche B Term Lender to prepay Tranche B Term Loans held by Lenders which did not waive their right to such prepayment (pro rata in accordance with the outstanding principal amounts thereof) and applied then to the Revolving Loans (without any corresponding reduction in Revolving Loan Commitments); PROVIDED that in the event that prepayment of Eurodollar Rate Tranche B Term Loans held by Lenders not waiving their right to prepayment and of Revolving Loans does not exhaust the amount specified by Company in the applicable notice of prepayment, Administrative Agent shall apply any remaining amount to repay all other Tranche B Term Loans on a pro rata basis (in accordance with the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount outstanding principal amounts thereof). Company shall continue use its best efforts to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the notify Administrative Agent may, and upon written direction from (which shall promptly notify the Required Lenders shall, apply Tranche B Term Lenders) of any or all proceeds then on deposit Waivable Voluntary Prepayment at least three Business Days prior to the payment to Administrative Agent of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Waivable Voluntary Prepayment.

Application of Prepayments. Amounts (i) Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be applied prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.03 2.10(h). Mandatory prepayments will first be applied to the then outstanding Term Loans to reduce scheduled prepayments with respect thereto required under Section 2.09(a), first, to such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. Optional prepayments will be applied, at the option of Loans the Borrower (which option shall be applied set forth in the notice referred to in the first sentence of this paragraph), to (a) repay then outstanding Tranche A-1 Revolving Loans or (b) the then outstanding Term Loans to reduce scheduled prepayments with respect thereto required under Section 2.09(a), first, to such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. If the then outstanding Base Rate Loans. Any amounts remaining after each such application Term Loans have been repaid in full, mandatory and optional prepayments made shall be applied to prepay Eurodollar Rate repay then outstanding Tranche A-1 Revolving Loans and following such repayment, at the option of Borrower, which option shall be specified in the notice referred to in the first sentence of this paragraph, to repay Second Lien Loans. Notwithstanding If the foregoingthen outstanding Term Loans and Second Lien Loans have been repaid in full in accordance with the prepayment priorities set forth above in the immediately preceding sentence, if the amount of any prepayment of Loans required under this Section 2.03 mandatory and optional prepayments made shall be applied to repay then outstanding Tranche A-1 Revolving Loans, which repayment, in excess the case of a mandatory prepayment only, shall also result in Tranche A-1 Revolving Commitments being reduced ratably among the Tranche A-1 Revolving Lenders in accordance with their applicable Tranche A-1 Revolving Commitments in an aggregate amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of applied toward such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent prepayment and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used Loans thereunder and/or cash collateralize Letters of Credit in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuingaccordance with Section 2.18(i), the Administrative Agent mayin each case, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to the excess of the aggregate amount of such Excess Amount or (B) prepaid immediately, together with any amounts owing to Loans and Letters of Credit over the Lenders under Section 3.05Commitment thereunder as so reduced.

Application of Prepayments. Amounts to be applied Each prepayment pursuant to this Section 2.03 2.07(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date. With respect to the 50% of Net Cash Proceeds which were not immediately required to be applied as a prepayment under Section 2.07(c)(ii) and which, as a result of such proceeds not being utilized in the 180-day period provided therein, is then required to be prepayments, such prepayments shall be applied as follows: (1) first to prepay the Swing Line Advances, (2) second to prepay the Tranche A Revolving Advances, (3) third to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. All other prepayments required under Section 2.07(c)(ii) and not covered in the preceding sentence shall be applied as follows: (A) first to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, (B) second to prepay of Swing Line Advances, (C) third to prepay the Tranche A Revolving Advances, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. In any event, the Borrower may elect to prepay the Tranche B Advances first before being applied to prepay Tranche A Revolving Advances in its sole discretion. Each prepayment required pursuant to Section 2.07(c)(iii) shall be applied as follows: (A) first to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoingSwing Line Advances, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding and (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (AB) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied second to the prepayment of Eurodollar Rate Loans on the last day of Tranche A Revolving Advances and, if the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (Tranche A Revolving Advances and any returns on investment relating thereto) shall Swing Line Advances have been used repaid in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, as a deposit into the Administrative Agent mayXX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. Each prepayment required pursuant to Section 2.07(c)(iv) shall be applied as follows: (A) first, and upon written direction from to prepay Tranche B Advances in the Required Lenders shallorder of maturity until such time as the Tranche B Advances are repaid in full, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediatelysecond, together with any amounts owing to prepay Swing Line Advances, (C) third to prepay the Lenders under Section 3.05Tranche A Revolving Advances, and (D) fourth, if an Event of Default has occurred and is continuing, deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(f), subject to the provisions of this Section 2.10 (e). Subject to Section 8.02, and so long as no Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to the Swingline Loans until the same has been reduced to zero (0); second, to the Revolving Loans until the same has been reduced to zero (0); and third, to cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j). Such mandatory prepayments of the Swingline Loans and Revolving Loans shall not cause a corresponding reduction in the Swingline Commitment or Revolving Commitments. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided provided, that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Mandatory prepayments shall be applied to the Revolving Loans outstanding, without any reduction of the Revolving Commitments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(e), subject to the provisions of this Section 2.10(d). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Revolving Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Subject to the terms of the ABL Intercreditor Agreement, any prepayments pursuant to Section 1.8(c), 1.8(d) or 1.8(e) shall be applied pursuant to this prepay the Initial Loans, any Incremental Loan and any Other Loans under any Refinancing Amendment on a pro rata basis based on the outstanding principal balances thereof in accordance with Section 2.03 1.10(b), subject to any additional restrictions affecting any such Other Loans under any applicable Permitted Refinancing Intercreditor Agreement or other intercreditor or subordination agreement; provided, further, that any prepayment of the Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the prepayment of Loans applicable Refinanced Debt. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to reduce outstanding any Base Rate Loans. Any amounts remaining after each Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided that, so long as no Event of Default shall have occurred and be continuing at the time of such application shall be prepayment, the Borrowers may elect that, for a period not to exceed 30 days, the remainder of such prepayments not applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at be deposited in a non-interest-bearing collateral account pledged to, and under the time outstanding (an “Excess Amount”)exclusive control of, only the portion of Agent to secure the amount of such prepayment as is equal Obligations and applied thereafter to prepay the amount of such outstanding Base LIBOR Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar of such LIBOR Rate Loans; Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full deposit is applied to repay prepay such Loans LIBOR Rate Loans, and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and is continuingimmediately used by the Agent to prepay the LIBOR Rate Loans in accordance with the relevant terms of this Agreement). Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Borrowers shall pay any amounts owing required pursuant to Section 10.4 hereof. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment pursuant to Section 1.8(c) or Section 1.8(e) above. Any such prepayment amount declined by a Lender (a “Declined Amount”) may be retained by the Lenders under Section 3.05Borrowers.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(g). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”"EXCESS AMOUNT"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied, at the option of Borrower (which option shall be set forth in the notice referred to in the first sentence of this clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due for the next four Term Loan Repayment Dates following such prepayment and, second, on a pro rata basis among the prepayments remaining to be made on each remaining Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Any prepayment pursuant to subsection 1.8(e) shall be applied as follows: (i) the first fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the order of their maturity and (ii) the remaining fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the inverse order of their maturity. Any prepayments of Term Loan pursuant to this Section 2.03 1.7(a) and any prepayments pursuant to subsections 1.8(c) (other than prepayments of Swing Line Loans and Revolving Loans as set forth therein) or 1.8(d) shall be applied as follows: (i) first, to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof until the Term Loan shall have been paid in full, and (ii) second, to prepay the Swing Line Loans and thereafter in permanent reduction of the Revolving Loans (along with a corresponding permanent reduction of the Swing Line Commitment solely at such time as the Revolving Loan Commitment is reduced to an amount equal to the Swing Line Commitment so that at no time will the Revolving Loan Commitment be less than the Swing Line Commitment), whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment of Loans is made or the date by which such prepayment is due and payable hereunder. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to reduce outstanding any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, or as the Borrower may otherwise specify in writing at the time of such prepayment. Any amounts remaining after Together with each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 2.09 to the prepayment of Revolving Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.09 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied, at the option of Borrower (which option shall be set forth in the notice referred to in the first sentence of this clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower; provided, that, notwithstanding Section 2.14(b)(ii), with respect to any such optional prepayment, (A) as between the Term B-1 Loans and the Term B-2 Loans, the Borrower may elect to solely repay the Term B-1 Loans prior to any repayment on the Term B-2 Loans or apportion an amount of such repayment such that the principal amount of Term B-1 Loans (together with accrued and unpaid interest thereon) are repaid on a pro rata basis or a greater than pro rata basis (but in any event not less than a pro rata basis) than the principal amount of Term B-2 Loans (together with accrued and unpaid interest thereon) repaid, (B) and in the case of any repayment pursuant to clause (A) above, amounts paid in respect of the Term B-1 Loans or the Term B-2 Loans shall be made ratably across such Term B-1 Loans or Term B-2 Loans, as applicable. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due for the next four Term Loan Repayment Dates (ratably among the scheduled prepayments due in respect of the Term B-1 Loans and the Term B-2 Loans) following such prepayment and, second, on a pro rata basis among the prepayments remaining to be made on each remaining Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Subject to be applied Section 1.10(c), any prepayments pursuant to this Section 2.03 to the prepayment of Loans 1.8(c), 1.8(d) or 1.8(e) shall be applied first to reduce prepay the Initial Term Loans on a pro rata basis based on the outstanding Base Rate Loans. Any amounts remaining after principal balances thereof, and within each such application Class of Loans, to prepay the remaining scheduled amortization payments of such Class of Loans, pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment, and third to provide cash collateral for outstanding Letters of Credit in an amount not to exceed 103% of the face amount of such Letters of Credit. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided that, if any Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to this Section 1.8(f), then such prepayment shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or LIBOR Rate Loans; provided further, so long as no Event of Default shall have occurred and be continuing at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal prepayment, the Borrower may elect that, for a period not to exceed 30 days, the amount remainder of such outstanding prepayments not applied to prepay Base Rate Loans shall be immediately prepaid anddeposited in a non-interest-bearing collateral account pledged to, at and under the election of the Borrowerexclusive control of, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory Agent to secure the Administrative Agent and the Borrower Obligations and applied thereafter to prepay the prepayment of Eurodollar LIBOR Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar of such LIBOR Rate Loans; Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full deposit is applied to repay prepay such Loans LIBOR Rate Loans, and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and is continuingimmediately used by the Agent to prepay the LIBOR Rate Loans in accordance with the relevant terms of this Agreement). Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Borrower shall pay any amounts owing required pursuant to Section 10.4 hereof. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment pursuant to Section 1.8(c) or Section 1.8(e) above (each a “Declining Lender”). Any prepayment amount declined by a Declining Lender (a “Declined Amount”) may be retained by the Lenders under Section 3.05Borrower.

Application of Prepayments. Amounts to be applied (i) Any prepayment of Term Loans pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application 2.10(a) shall be applied to prepay Eurodollar Rate Loansthe Class or Classes of Term Loans as Borrower may specify in the applicable notice of prepayment. Notwithstanding If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, then such prepayment shall be applied to all Classes of Term Loans then outstanding on a pro rata basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the foregoing, if any Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable application of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the amount Class or Classes of any prepayment Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. Any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (f) shall be applied to reduce scheduled payments required under this Section 2.03 shall be 2.09(a) as directed by Borrower in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount notice of such prepayment as is equal pursuant to the amount of such outstanding Base Rate Loans shall be immediately prepaid Section 2.10(h) (and, at the election if not specified, in direct order of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory maturity to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders scheduled payments required under Section 3.052.09(a)).

Application of Prepayments. Amounts to be applied Prepayments pursuant to this Section 2.03 to the prepayment of Loans SECTION 5.11(B) shall be applied first to reduce the outstanding principal of the Term Loan A and Term Loan B and, if the Acquisition Facility Termination Date has occurred, the Acquisition Loans, on a pro rata basis and ratably as to the remaining installments thereof to the extent of such Loans, and then to the outstanding principal of Term Loan C, EXCEPT that Net Proceeds of (i) Asset Dispositions of property acquired with the proceeds of Acquisition Loans, will be applied, whether before or after the Acquisition Facility Termination Date, first to repay the outstanding principal of the Acquisition Loans ratably as to the remaining installments (if the Acquisition Facility Termination Date has occurred) to the extent of such Loans and then pro rata to Term Loan A and Term Loan B, and after such application, to the outstanding principal of Term Loan C to the extent thereof and (ii) the Borrowers may direct the application of the Net Proceeds of the disposition of the Southern Woodx xxxiness to repay such Term Loans and Acquisition Loans as it may specify, ratably as to remaining installments of such selected Loans. Payments shall be first applied to Base Rate LoansLoans to the extent thereof and then to Eurodollar Rate Loans within each Facility and any payments received which would otherwise result in prepayment of such Eurodollar Rate Loans prior to the end of the Interest Period applicable thereto may, upon the request of the Borrowers, in the absence of an Event of Default, be deposited to the Cash Collateral Account or any Investment Account, with any excess after prepayment in full of the Loans to be deposited with the Administrative Agent to be held as Cash Collateral for the Secured Obligations and after the Termination Date, to be applied to any of the Secured Obligations in such manner as the Administrative Agent shall determine in its sole discretion. Any amounts remaining Net Proceeds received after each such application all Term Loans and all Acquisition Loans have been repaid, shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time repay outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Swingline Loans and (ii) at then to outstanding Revolving Credit Loans, but without any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans reduction in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Commitments.

Application of Prepayments. Any prepayment of a Borrowing shall be applied to prepay the Loans in the inverse order of maturity, subject to the provisions of this Section 2.10(h). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (except in respect of the Initial Term Loan and the 2019 Term Loans, prepayments of which shall be applied pro rata among each such Tranche). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date), in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Amounts Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be applied prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(j), subject to the provisions of this Section 2.03 2.10(i). Subject to Section 2.10(k) below, all optional prepayments will be applied pro rata amongst each Tranche of outstanding Loans and, within each Tranche, as directed by the prepayment Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(b), (c), (d), (e) and (f) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Closing Date), shall be applied first pro rata amongst each Tranche of outstanding Loans and, within each Tranche, first, to accrued interest and fees with respect to Loans being prepaid and second, to reduce outstanding Base Rate Loansthe remaining principal amount of the Loan. Any amounts remaining after each such application shall be applied Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay Eurodollar Rate Loans. Notwithstanding or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the foregoingCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of which case, the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), only (e) or (f) shall be deemed to be the portion amount equal to the product of (x) the amount of such prepayment as Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is equal the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such outstanding Base Rate Loans shall Applicable Other Indebtedness required to be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory pursuant to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect corresponding provisions of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Applicable Other Indebtedness.

Application of Prepayments. Amounts to paid under the immediately preceding subsection (c)(i) shall first be applied pursuant to this pay all amounts of principal outstanding on the Swingline Loans, and then to all outstanding Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 2.03 to 3.2. and if any Letters of Credit are outstanding at such time, the prepayment of Loans remainder, if any, shall be applied first deposited into the Letter of Credit Collateral Account for application to reduce outstanding Base Rate Loansany Reimbursement Obligations. Any amounts remaining after each such application Amounts payable in respect of the Term Loans under the immediately preceding subsections (c)(ii) (other than Net Cash Proceeds from a Property Release) and (c)(iii) and under Section 2.15.(a) shall be applied to prepay Eurodollar Rate Loansthe outstanding principal amount of the Term Loans without reduction of any of the scheduled installments of principal thereof payable under Section 2.7.(b). Notwithstanding Voluntary prepayments of the foregoingTerm Loans pursuant to the immediately preceding subsection (a) shall be applied to the remaining scheduled installments of principal thereof payable under Section 2.7.(b) in a manner determined at the discretion of the Borrower and specified in the applicable notice of prepayment (and absent such direction, if in direct order of maturity) and the Allocated Balances for all Mortgaged Properties at such time shall be reduced pro rata by the amount of any prepayment such voluntary prepayments. Prepayments of the Term Loans required resulting from a Property Release under this Section 2.03 shall be 2.15. and attributable to the amount of the Release Price of the applicable Mortgaged Property in excess of the amount Allocated Balance for such Mortgaged Property and any additional amounts which constitute Net Cash Proceeds resulting from a Property Release shall be applied to the remaining scheduled installments of the Base Rate Loans principal thereof payable under Section 2.7.(b) in a manner determined at the time outstanding (an “Excess Amount”), only the portion discretion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied specified in the Borrower’s notice of such Property Release provided pursuant to Section 2.15. (and absent such direction, in direct order of maturity). If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the prepayment of Eurodollar Rate Loans on the last day end of the then next-expiring applicable Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuingtherefor, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or Borrower shall pay all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders due under Section 3.054.4.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(g). Any mandatory prepayments of Term Loans pursuant to this Section 2.10 shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Term Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Term Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Term Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(e), subject to the provisions of this Section 2.10(d). Any prepayments pursuant to Sections 2.10(b)(v)-(vii) shall be applied (i) first, to prepay principal of outstanding Term Loans and, to the extent so applied, to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, and (ii) second, to the extent there are prepayment amounts remaining after the application of such prepayments under preceding clause (i), such excess amounts shall be applied to the prepayment of principal of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments (unless an Event of Default then exists, in which case the Revolving Commitments shall be so reduced and the Borrowers shall comply with Sections 2.10(b)(i)-(iv)). Any prepayments of Term Loans pursuant to Section 2.10(b)(viii) shall be applied to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date. Optional prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce future scheduled amortization payments under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the manner directed by the Administrative Borrower in the respective notice of prepayment or, in the absence of such direction, in direct order of maturity. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate LoansABR Loans of such Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Class.

Application of Prepayments. Amounts to (i) Optional prepayments under this Agreement shall be applied pursuant as specified by Borrower in the applicable notice of prepayment in Section 2.10(i); provided that, in the event Borrower fails to this Section 2.03 specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Revolving Loans to the prepayment of full extent thereof, and second to repay outstanding Term Loans to the full extent thereof. Mandatory prepayments under this Agreement shall be applied first to reduce outstanding Base Rate LoansTerm Loans pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.09. Any After application of mandatory prepayments pursuant to the immediately preceding sentence and to the extent there are mandatory prepayment amounts remaining after each such application application, any such remaining portion of the mandatory prepayment amounts shall be applied (i) to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if Revolving Loans to the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of full extent thereof and to further permanently reduce the amount of Revolving Commitments ratably among the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of Revolving Lenders by the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) Borrower shall have been used in full to repay such Loans comply with Section 2.10(b)), and (ii) at any time while an Event of Default has occurred and is continuingthen, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment extent of such Loans in an amount equal any remaining portion of the mandatory prepayment amounts, to such Excess Amount or (B) prepaid immediately, together with any amounts owing further permanently reduce the Revolving Commitments ratably among the Revolving Lenders to the Lenders under Section 3.05full extent thereof.

Application of Prepayments. Amounts Any voluntary prepayments pursuant to subsection 2.4A(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied FIRST to repay outstanding Revolving Loans to the full extent thereof, SECOND to repay outstanding Term Loans to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Loans. Any mandatory prepayments pursuant to this Section 2.03 subsections 2.4A(ii)(a)-(f) shall be applied as set forth in such subsections; PROVIDED THAT, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and the amount of such prepayment exceeds the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds the Revolving Loan Commitments then in effect shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of Term Loans, Revolving Loans or Offshore Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after Loans to the full extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, in each such application case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Eurodollar Rate Loans and Offshore Loans shall include payment of accrued interest on the principal amount so prepaid and shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal interest before application to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05principal.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e), (f) or (g) shall be applied first to the Term Loans to reduce scheduled prepayments required under Section 2.09, first, in direct order to such scheduled prepayments due on the next four Term Loan Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the prepayments remaining to be made on each other Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate LIBOR Term Loans or LIBOR Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Subject to Section 1.10(c) and except as may otherwise be applied set forth in any Extension Offer with respect to any Extended Term Loan or in any amendment with respect to Incremental Term Loans, or pursuant to this the agreements governing Incremental Equivalent Indebtedness, or as otherwise provided herein, any prepayments pursuant to Section 2.03 to the prepayment of Loans 1.8(c), 1.8(d) or 1.8(e) shall be applied first to reduce prepay installments of each such Class of Term Loan, if any, in direct order of maturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans), second to prepay outstanding Base Rate Swing Loans without permanent reduction of the Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.5; provided that in no event shall any Incremental Term Loans or the refinancing of any thereof be permitted to be voluntarily or mandatorily prepaid pursuant to Section 1.7 or Section 1.8, as applicable, prior to the repayment in full of the then outstanding Term Loans unless accompanied by at least a ratable repayment of such Term Loans. Any To the extent permitted by the foregoing sentence, amounts remaining after each such application prepaid shall be applied first to prepay Eurodollar any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Notwithstanding the foregoing, if the amount of any Together with each prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Prior to any mandatory prepayment of Borrowings hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.09(e). Subject to Section 8.03, and so long as no Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to the Swingline Loan until the same has been repaid in full; second, to the Revolving Loan; and third, to all other Obligations pro rata in accordance with the amounts that such Lender certifies is outstanding. Such mandatory prepayments of the Swingline Loan and Revolving Loans shall not cause a corresponding reduction in the Swingline Commitment and Revolving Commitments. Amounts to be applied pursuant to this Section 2.03 2.09 to the prepayment of Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.09 shall be in excess of the amount of the Base Rate ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Revolving Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.12.

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 to (i) In the event of any mandatory prepayment of Loans pursuant to subsections 2.8(b)(i), (ii) and (v), the proceeds shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each as follows: FIRST, if such application prepayment is made at a time when any part of the Term Loan remains outstanding, such prepayment shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoingrepayment of the Term Loan, if to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the remaining scheduled installments of the Term Loan in the inverse order of maturity; and SECOND, after the Term Loan has been repaid in full, the amount of any mandatory prepayment shall be applied, to repay Revolving Loans, and, to provide cash collateral for Total LC Exposure as specified in Section 2.4(h), and (A) with respect to any mandatory prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal pursuant to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (Asubsections 2.8(b)(i) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii), with a corresponding increase in Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments and (B) at with respect to any time while an mandatory prepayment of Loans pursuant to subsection 2.8(b)(v), (x) so long as no Default or Event of Default has shall have occurred and is be continuing, with a corresponding increase in the Administrative Agent mayAvailability Block, but no permanent reduction in the Revolving Credit Commitments, and upon written direction from (y) if a Default or Event of Default shall have occurred and be continuing, with a corresponding increase in the Required Lenders shall, apply any or all proceeds then on deposit to Availability Block and a corresponding permanent reduction in the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Revolving Credit Commitments.

Application of Prepayments. Amounts to All prepayments of the Loans required by SECTION 2.13 (other than subparagraph (c) thereof) shall be applied FIRST, to all fees and expenses then due and payable to the Agent or the Lenders pursuant to the terms of this Agreement and the other Loan Documents, SECOND, to any interest then due and payable on the Term Loans, THIRD, to prepay the Term Loans until the Term Loans shall have been repaid in full, together with accrued and unpaid interest thereon, FOURTH, to any interest then due and payable on the Revolving Loans, FIFTH, to prepay the Revolving Loans until such Revolving Loans shall have been repaid in full, together with accrued and unpaid interest thereon, and SIXTH, to all other outstanding Obligations then due and payable. Simultaneously with any prepayment of the principal amount of the Term Loans pursuant to the preceding sentence, each Lender's Term Loan Commitment shall be permanently reduced by such Lender's Pro Rata Share of such prepayment. Prepayments of the Revolving Loans made pursuant to this Section 2.03 to shall not affect any Lender's Revolving Loan Commitment. All prepayments of the prepayment of Term Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at installment thereof due on the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory Term Loan Maturity Date and then to the Administrative Agent and the Borrower and applied to the prepayment remaining installments thereof in inverse order of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05maturity.

Application of Prepayments. Amounts (i) Before any prepayment or repayment hereunder, Borrower shall select the Borrowing or Borrowings to be applied prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h)(ii), subject to the provisions of this Section 2.03 2.10(h)(i). Any prepayments required pursuant to the prepayment of Loans Section 2.10(c)-(g) shall be applied (x) first to reduce outstanding Base Rate the next four scheduled payments of Initial Term Loans. Any , Extended Term Loans and Incremental Term Loans required to be made under Section 2.09(a) in direct order of maturity, on a pro rata basis among such Term Loans, (y) second on a pro rata basis among the payments on account of Initial Term Loans, Extended Term Loans and Incremental Term Loans remaining to be made on each Term Loan Repayment Date and the Final Maturity Date, and (z) third to the extent there are prepayment amounts remaining after each the application of such application prepayments under clause first and second, such excess amounts shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate outstanding Revolving Loans, including to Cash Collateralize outstanding Letters of Credit (but without any corresponding reduction in Revolving Commitments), and Borrower shall comply with Section 2.10(b). Any prepayments of Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue pursuant to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating theretoSection 2.10(a) shall have been used in full be applied to repay such the remaining scheduled payments of Initial Term Loans, Extended Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit Incremental Term Loans required to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders be made under Section 3.052.09(a) on a pro rata basis among such Term Loans as directed by Borrower (or, in the absence of any such direction, in direct order of maturity) unless otherwise agreed by the adversely affected Lenders.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.09(d), subject to the provisions of this Section 2.09(c). Prepayments pursuant to Section 2.09(a) shall not be applied to reduce the Revolving Commitments, unless Borrowers elect to permanently reduce the Revolving Commitments in connection with any such prepayment (in which case such prepayments shall be applied to permanently reduce the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments, and Borrowers shall comply with Section 2.09(b)). Amounts to be applied pursuant to this Section 2.03 2.09 to the prepayment of Revolving Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.09 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Additional Term Loans and Delayed Draw Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Additional Term Loans and Delayed Draw Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Additional Revolving Commitments shall be permanently reduced ratably among the Additional Revolving Lenders in accordance with their applicable Additional Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to ‎(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), ‎(d), (e)and ‎(f) (or any equivalent provision applicable to any Tranche of Term Loans) shall be applied pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) or the remaining principal amount of the Term Loans as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this ‎Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts may be retained by the Borrower. Amounts to be applied pursuant to this Section 2.03 ‎Section 2.10(h) to the prepayment of Loans shall be applied applied, first to reduce outstanding Base Rate ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term SOFR Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 ‎Section 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Term SOFR Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Term SOFR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing . Notwithstanding anything herein to the Lenders contrary, with respect to any prepayment under ‎Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to ‎Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to ‎Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to ‎Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness. Notwithstanding anything to the contrary in this Section 3.052.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Refinancing Revolving Loans or Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable Tranches of Indebtedness in accordance with Section 2.21 or 2.22 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.19(c)(iii).

Application of Prepayments. Amounts Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be applied prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(j), subject to the provisions of this Section 2.03 2.10(i). Subject to Section 2.10(k) below, all optional prepayments will be applied pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, as directed by the prepayment Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(b), (c), (d) and (e) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Closing Date), shall be applied first pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans and, if applicable, Incremental Term Loans being prepaid and second, to reduce outstanding Base Rate Loans. Any amounts the remaining after each principal amount of such application shall be applied to prepay Eurodollar Rate Term Loans and Incremental Term Loans. Notwithstanding anything herein to the foregoingcontrary, if the amount of with respect to any prepayment under Section 2.10(c) or (e), the Borrower may use a portion of Loans the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required under this Section 2.03 shall be pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in excess of which case, the amount of the Base Rate Loans at prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c) or (e) shall be deemed to be the time outstanding amount equal to the product of (an “Excess Amount”), only the portion of x) the amount of such prepayment as Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is equal the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c) or (e) and the denominator of which is the sum of the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c) or (e) and the outstanding principal amount of such outstanding Base Rate Loans shall Applicable Other Indebtedness required to be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory pursuant to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect corresponding provisions of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Applicable Other Indebtedness.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Tranche B Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied ratably to each Class of Tranche B Loans to reduce scheduled repayments required under Section 2.09 in inverse order of maturity. Any prepayments of Tranche B Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled repayments as Borrower shall direct. Any prepayments of Tranche B Loans pursuant to Section 2.10(e) shall be applied to reduce scheduled repayments required under Section 2.09 on a pro rata basis to each Class of Tranche B Loans. Any prepayments pursuant to Section 2.10(c), (d), (f) or (g) shall be applied first to prepay Tranche B Loans pro rata to each Class of Tranche B Loans. After application of mandatory prepayments of Tranche B Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Class X- 0 Revolving Commitments shall be permanently reduced ratably among the Class A-2 Revolving Lenders in accordance with their applicable Class A-2 Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Tranche B Loans and Class A-2 Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate LIBOR Term Loans or LIBOR Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts may be applied, to offer to repay Second Lien Loans in accordance with the Second Lien Documents, if applicable (and, in the case of any such prepayment that is otherwise required to be applied to prepayment of the Second Lien Loans, Second Lien Permitted Incremental Equivalent Debt, Permitted Junior Refinancing Indebtedness, and any other senior Indebtedness, in each case secured by the Collateral on a pari passu basis with the Liens securing the Second Lien Loans). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Loans shall be applied applied, first to reduce outstanding Base Rate ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f). Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Refinancing Revolving Loans, Permitted Debt Exchange Notes or any Second Lien Credit Agreement Refinancing Indebtedness, Second Lien Refinancing Term Loans or Second Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. Amounts Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A Term Loans, Tranche B Term Loans and Additional Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment, and shall reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied pursuant to this Section 2.03 to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after Loans to the full extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, in each such application case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Eurodollar Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the principal amount so prepaid and shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal interest before application to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05principal.

Application of Prepayments. Amounts Except as expressly provided in this Agreement, all prepayments of principal made by Borrower pursuant to Section 4.3(c),(d), (f) and (g) shall be applied (i) first to the payment of the unpaid principal amount of the Term Loans (with the Term A Percentage of such repayment to be applied as a repayment of Term A Loans and the Term B Percentage of such repayment to be applied as a repayment of Term B Loans), after all Term A and Term B Loans have been paid in full, second to the payment of the then outstanding balance of the Revolving Loans and third, after all Revolving Loans have been paid in full, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurodollar Loans; and (iii) with respect to Eurodollar Loans, in such order as Borrower shall request (and in the absence of such request, as Agent shall determine so as to minimize breakage costs). Each prepayment of the Term Loans pursuant to this Section 2.03 Sections 4.3(c) and (d) shall be applied to the prepayment Term Loans in proportional amounts equal to the Term A Percentage and Term B Percentage, as the case may be, of Loans such remaining prepayment, if any and, within each Term Loan, shall be applied first to the Scheduled Term A Repayments and the Scheduled Term B Repayments due within the 6 month period following the date of such prepayment in direct order of maturity and, thereafter to reduce the remaining Scheduled Term A Repayments and Scheduled Term B Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term A Repayments and Scheduled Term B Repayments, respectively). Each prepayment of the Term Loans pursuant to Sections 4.3(f) and (g) shall be applied to the Term Loans in proportional amounts equal to the Term A Percentage and Term B Percentage, as the case may be, of such remaining prepayment, if any and, within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Scheduled Term B Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term A Repayments and Scheduled Term B Repayments, respectively). If any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans. Any amounts remaining after each such application All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal interest before application to such Excess Amount or (B) prepaid immediatelyprincipal and shall include amounts payable, together with any amounts owing to the Lenders if any, under Section 3.053.5.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on the Term Loan Repayment Dates occurring from and after the date of such prepayment. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Term Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Term Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Term Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Any and all amounts prepaid under this Section 2.10 shall be without penalty or premium, other than amounts owing to Lenders under Section 2.10(j) (to the extent applicable) and Section 2.13.

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 Holdings shall deliver to the prepayment of Loans shall be applied first Administrative Agent, no later than the date that is fifteen (15) Business Days prior to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding by subclauses (an “Excess Amount”a), only (b), (c), (d) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case Holdings shall deliver the portion same as soon as practicable), a certificate of a Responsible Officer setting forth (a) in reasonable detail the calculation of the amount of such prepayment as is equal and (b) the anticipated prepayment date therefor (which information the Administrative Agent shall promptly provide to the Lenders). Any amount required to be applied as a prepayment of such outstanding Base Rate Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) shall be immediately prepaid and, at applied to prepay the election of the Borrower, the Excess Amount Term Loans (and shall be either (A) deposited in an escrow account applied to prepay the Term Loans on terms reasonably satisfactory a ratable basis); provided that any Lender may elect, by notice to the Administrative Agent and by telephone (confirmed by facsimile) at least five (5) Business Days prior to the Borrower and applicable prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined will be contributed to Opco as permitted by the terms of this Agreement. Any voluntary prepayments pursuant to subsection 2.4B(i) and any amount required to be applied as a prepayment of Eurodollar Rate Term Loans on pursuant to subsection 2.4B(iii) shall be applied to prepay the last day Term Loans of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest Lenders in respect of accordance with the Lenders Pro Rata Shares. Each such Excess Amount prepayment shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit be made subject to the payment requirements of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.subsection 2.6D.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(g). In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated first among the Dollar Term Loans, Euro Term Loans and GBP Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(g) and to the extent there are mandatory prepayment amounts remaining after such application, (i) in the case of any such mandatory prepayments pursuant to Section 2.10(c), the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b) and (ii) in the case of any other such mandatory prepayments, Borrower shall apply such prepayments first, to repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, to replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Dollar Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate Dollar Loans that are ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Dollar Loans that are Eurocurrency Term Loans or Eurocurrency Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.:

Application of Prepayments. Amounts Except as may be otherwise specified in any Refinancing Amendment (with respect to the Class of Refinancing Term Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans with respect of each other Class of Loans), each prepayment of Loans pursuant to this Section 2.10(c), (d), (f) or (g) shall be applied ratably to each Class of Loans (provided that any prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled installments of principal required under Section 2.09, (i) with respect of Tranche A-1 Loans and Tranche A-2 Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Tranche B-2 Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrowers. Subject to the first sentence of Section 2.10(h), amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, then such Eurodollar Loans shall be prepaid immediately as set forth in clause (B) above.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(g), subject to the provisions of this Section 2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d) or (e) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Amortization Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Eurocurrency Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts to be applied Except as expressly provided in this Agreement, all prepayments of principal made by Borrower pursuant to this Section 2.03 4.4 shall be applied, in each case, in proportional amounts equal to each Lender's applicable Pro Rata Share of such prepayment, (i) first, to the prepayment payment of the then outstanding balance of the Swing Line Loans, (ii) next, to the payment of the then outstanding balance of the Revolving Loans constituting Base Rate Loans, (iii) next, to the payment of the then outstanding balance of Revolving Loans constituting Eurodollar Loans, in such order as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine) and (iv) next, to the cash collateralization of LC Obligations (in the manner set forth in Section 4.4(a)). If any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be applied first to reduce outstanding converted into Base Rate Loans. Any amounts remaining after each such application All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoingpayment of interest before application to payment of principal and shall include amounts payable, if any, under Section 3.5; provided, however, that to the amount extent that any prepayment required by Section 4.4 would require prepayment of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account Eurodollar Loan on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on a day other than the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest with respect thereto and would result in respect the incurrence of such Excess Amount shall continue costs pursuant to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while Section 3.5 then, unless an Event of Default has occurred and is continuing, the amount that would be required to be applied to prepay such Borrowing, at Borrower's option, may be paid on such day to Administrative Agent mayand held as cash in a collateral account established by Administrative Agent, and upon written direction from for the Required Lenders shallbenefit of the Lenders, apply any or all proceeds then on deposit to securing such Borrowing until the payment last day of such Loans in an amount equal the Interest Period with respect to such Excess Amount or Borrowing, at which time such amount shall be applied to prepay such Borrowing (B) prepaid immediatelyprovided that, together with in determining which Borrowings are to be repaid hereunder, prepayments required by Section 4.4 shall be allocated by Borrower in such manner as will minimize the necessity and duration of any amounts owing deferral of prepayment pursuant to the Lenders under Section 3.05this proviso).

Application of Prepayments. In the event of any optional or mandatory prepayment hereunder, the aggregate amount of such prepayment shall be applied to the Revolving Loans. In addition, any mandatory prepayments made from or with respect to any Non-Reinvested Proceeds shall permanently reduce the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments. Amounts to be applied pursuant to this Section 2.03 2.09 to the prepayment of Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.09 shall be in excess of the amount of the Base Rate ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Revolving Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.12.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(g). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Term Loan Repayment Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Eurocurrency Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts All amounts required to be applied paid pursuant to this Section 2.03 to the prepayment of Loans 2.4(b)(i) shall be applied first to reduce outstanding Base Rate LoansRevolving Loans and second to Cash Collateralize the L/C Obligations. Any All amounts remaining after each such application required to be paid pursuant to Sections 2.4(b)(ii), (iv) and (v) above shall be applied first, pro rata to prepay the outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata among the remaining Principal Amortization Payments, until the Term Loans have been paid in full, second, to the Revolving Loans (without a corresponding reduction in the Aggregate Revolving Commitments), and third, to Cash Collateralize the outstanding L/C Obligations. All amounts required to be paid pursuant to Section 2.4(b)(iii) above shall be applied first, pro rata to the outstanding Revolving Loans (with a corresponding reduction in the Aggregate Revolving Commitments), Tranche A Term Loans and Tranche B Term Loans (and within each tranche pro rata among the remaining Principal Amortization Payments), and second, to Cash Collateralize the outstanding L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied ratably to Base Rate Loans and Eurodollar Rate Loans. All prepayments hereunder shall be subject to Section 3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 2.4(b)(ii), (iii), (iv) or (v) to the extent there are sufficient Tranche A Term Loans outstanding (and/or, in the case of a mandatory prepayment under Section 2.4(b)(iii), sufficient Revolving Loans or L/C Obligations outstanding) to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans (and, in the case of a mandatory prepayment under Section 2.4(b)(iii), the Revolving Loans and L/C Obligations outstanding) and the Tranche B Term Loans held by Lenders accepting such prepayments. Notwithstanding anything in this Section 2.4(c) to the foregoingcontrary, if the amount Aggregate Revolving Commitments shall not be reduced below $30,000,000 as a result of any reduction of the Aggregate Revolving Commitments corresponding to a mandatory prepayment of Revolving Loans required under this Section 2.03 shall be in excess and/or Cash Collateralization of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05L/C Obligations hereunder.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date), in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Amounts Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A1 Term Loans, Tranche B1Term Loans, Tranche C Term Loans, Tranche D Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment (except for (x) mandatory prepayments of Term Loans pursuant to subsection 2.4B(ii)(a) which shall be applied first to the Domestic Tranche C Term Loans until the same are paid in full, then to the Tranche D Term Loans until the same are paid in full and thereafter applied ratably among the Tranche A1 Term Loans, Tranche B1 Term Loans, remaining Tranche C Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment and (y) mandatory prepayments of Term Loans pursuant to subsection 2.4B(ii)(d), 2.4B(ii)(e) and 2.4B(ii)(f), which shall be applied first against the Tranche D Term Loans until the same are paid in full and thereafter applied ratably among the Tranche A1 Term Loans, Tranche B1 Term Loans, Tranche C Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment), and shall reduce the scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied pursuant to this Section 2.03 to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after Loans of the applicable Type to the full extent thereof before application to Euro Rate Loans of such Type as determined by Administrative Agent, in each such application case in a manner which minimizes the amount of any payments required to be made by the 100 applicable Borrowers pursuant to subsection 2.6E. All prepayments of Euro Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the principal amount so prepaid and shall be applied to prepay Eurodollar Rate Loanspayment of interest before application to principal. Notwithstanding For purposes of this subsection 2.4B(iii), the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess outstanding principal balance of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate French Tranche C2 Term Loans shall be immediately prepaid and, at deemed to be the election Dollar Equivalent of the Borrower, outstanding principal balance of such Term Loans as of the Excess Amount shall date of the applicable voluntary or mandatory prepayment to be either (Aapplied to repay Term Loans in accordance with this subsection 2.4B(iii). Amounts to be applied to French Tranche C2 Term Loans pursuant to this subsection 2.4B(iii) deposited in an escrow account on terms reasonably satisfactory to received by the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount Dollars shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, be converted by the Administrative Agent may, and upon written direction from into Euros at the Required Lenders shall, apply any or all proceeds then Spot Rate on deposit to the payment date of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05application.

Application of Prepayments. Amounts to be applied (a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to this Section 2.03 to the prepayment of Loans subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; PROVIDED that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied in the following priority to reduce repay any amounts owing to (i) FIRST, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) SECOND, Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; PROVIDED FURTHER that in the event Company fails to specify the Loans to which any such prepayment shall be applied, and funds remain after 51 being applied in accordance with this subsection 2.4B(iv)(a), such prepayment shall be applied FIRST to repay outstanding Base Rate LoansSwing Line Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to repay outstanding Term Loans to the full extent thereof. Any amounts remaining after each such application voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount reduce each remaining scheduled installment of any prepayment of Loans required under this Section 2.03 shall be in excess principal of the amount of Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the Base Rate Loans at the time respective outstanding (an “Excess Amount”principal amounts thereof), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Amounts Any prepayments pursuant to Section 1.7 or subsection 1.8(c) (other than prepayments of Revolving Loans pending reinvestment as set forth therein), 1.8(d) or 1.8(f) shall be applied in permanent reduction of the Revolving Loan, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender's ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder; PROVIDED, HOWEVER, that prepayments pursuant to Section 1.8(c) shall not result in a permanent reduction of the Revolving Loan Commitment if (i) the Borrower has complied with Section 5.2 in respect thereof, including, without limitation, by delivering to the Agent a replacement Borrowing Base Certificate setting forth the calculation of the "Borrowing Base" after giving effect to each underlying Disposition and Event of Loss, (ii) at the request of the Agent, an appraisal of the remaining equipment, machinery and/or real Property to be applied included in such "Borrowing Base" has been undertaken within sixty (60) days of the date of any such Disposition and Event of Loss, which request shall be made, if ever, by the Agent within a reasonable period after the date upon which the Borrower shall have notified the Agent in writing of such Disposition or Event of Loss, and (iii) the Indenture does not otherwise require such application to result in a permanent reduction of the Revolving Loan Commitment. Any prepayments pursuant to this Section 2.03 subsection 1.8(g) shall be applied to the prepayment Revolving Loan (without a corresponding reduction of Loans the Revolving Loan Commitment of any Lender). To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to reduce outstanding any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Any amounts remaining after Together with each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Amounts All amounts required to be applied paid pursuant to this Section 2.03 to the prepayment of Loans 3.3(b)(i) shall be applied first to reduce outstanding Base Rate LoansRevolving Loans and second to a cash collateral account in respect of LOC Obligations. Any All amounts remaining after each such application required to be paid pursuant to Sections 3.3(b)(ii), (iv), and (v) above shall be applied first, pro rata to prepay Eurodollar Rate Loansthe outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata with respect to each remaining Principal Amortization Payment, until the Term Loans have been paid in full, second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount), and third, to a cash collateral account in respect of LOC Obligations. Notwithstanding the foregoing, if the amount of any prepayment of Loans All amounts required under this to be paid pursuant to Section 2.03 3.3(b)(iii) above shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”)applied first, only the portion of the amount of such prepayment as is equal pro rata to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in the outstanding Tranche A Term Loans and the Tranche B Term Loans and within each tranche pro rata with respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans each remaining Principal Amortization Payment, and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent mayoutstanding Revolving Loans (with a corresponding reduction in the Revolving Committed Amount), and upon written direction from second, to a cash collateral account in respect of LOC Obligations. Within the Required Lenders shallparameters of the applications set forth above, apply any prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments hereunder shall be subject to Section 3.14 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or all proceeds then on deposit more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), or (v) to the payment of extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans in an amount equal to and the Tranche B Term Loans held by Lenders accepting such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05prepayments.

Application of Prepayments. Prior to any optional prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(e), subject to the provisions of this Section 2.10(d). Any prepayments pursuant to Sections 2.10(b)(v)-(vii) shall be applied (i) first, to prepay principal of outstanding Term Loans and, to the extent so applied, to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, and (ii) second, to the extent there are prepayment amounts remaining after the application of such prepayments under preceding clause (i), such excess amounts shall be applied to the prepayment of principal of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments (unless an Event of Default then exists, in which case the Revolving Commitments shall be so reduced and the Borrowers shall comply with Sections 2.10(b)(i)-(iv)); provided, however, to the extent that a prepayment is required pursuant to Section 2.10(b)(vi) with Net Cash Proceeds from the sale of a Vessel within six months after the Borrowers incurred Revolving Loans to pay all or a portion of the consideration attributable to the purchase of a Collateral Vessel, such Net Cash Proceeds may be applied (x) first, to the prepayment of principal of outstanding Revolving Loans up to the amount so incurred to purchase such Collateral Vessel (without any corresponding reduction in Revolving Commitments unless an Event of Default then exists, as provided in preceding clause (ii)) and (y) thereafter, to prepay the principal of outstanding Loans in accordance with clauses (i) and (ii) above. Any prepayments of Term Loans pursuant to Section 2.10(b)(viii) shall be applied to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date. Optional prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce future scheduled amortization payments under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the manner directed by the Administrative Borrower in the respective notice of prepayment or, in the absence of such direction, in direct order of maturity. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate LoansABR Loans of such Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Class.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower or retained as Declined Proceeds. Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Loans shall be applied applied, first to reduce outstanding Base Rate ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f). Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Refinancing Revolving Loans or any Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable tranches of Indebtedness in accordance with Section 2.22 or 2.23, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, and deposit the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and Borrower; provided that (i) the Excess Amount shall be applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and Loans; (iiiii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such the Excess Amount Amount; and (iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Amounts All amounts required to be applied paid pursuant to this Section 2.03 to the prepayment of Loans 3.3(b)(i) shall be applied first to reduce outstanding Base Rate LoansRevolving Loans and second to a cash collateral account in respect of LOC Obligations. Any All amounts remaining after each such application required to be prepaid pursuant to Section 3.3(b)(ii), (iii) and (iv) above shall be paid promptly upon receipt of the amounts to be prepaid. All amounts required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) and (v) above shall be applied as follows: (I) the first $15 million of proceeds prepaid during the term of this Credit Agreement pursuant to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, terms of Section 3.3(a) and this Section 3.3(c) shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (and among the remaining principal installments due thereunder) as the Borrower may elect; provided that if the amount Borrower fails to specify the manner of prepayment of any portion of the first $15 million of proceeds such prepayment shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata with respect to each remaining installment of principal), (II) following the prepayment of the first $15 million of Term Loans, prepayments with respect to the Term Loans required under pursuant to this Section 2.03 3.3(c) and Section 3.3(a) shall be in excess applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata to the principal payments on the Tranche A Term Loans and Tranche B Term Loans due within the first twelve months following repayment of $15 million of Term Loans pursuant to clause (I) above, and (III) following the prepayments required pursuant to clause (II) above, prepayments with respect to the Term Loans shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall be applied pro rata with respect to each remaining installment of principal). One or more holders of the amount Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), or (v) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments). In the event the Tranche A Term Loans and Tranche B Term Loans have been repaid in full, no further amounts shall be required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v) hereof. Within the parameters of the application set forth above, prepayments shall be applied first to Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion and then to Eurodollar Loans in direct order of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans Interest Period maturities. All prepayments hereunder shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory subject to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.053.11.

Application of Prepayments. Amounts to be applied Each prepayment made pursuant to this Section 2.03 2.3(c) or (d) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid, together with the Applicable Prepayment Premium. Each such prepayment of Loans shall be applied first by Administrative Agent to reduce outstanding Base Rate Loans. Any amounts installment payments in the inverse order of maturities (for the avoidance of doubt, any amount that is payable on the Maturity Date shall constitute an installment) between the Tranche A Term Loan and the Tranche B Term Loan in such manner as Administrative Agent may determine in its sole discretion (including (i) by applying the entire amount of any such prepayment to the Tranche A Term Loan, (ii) with the consent of the Required Lenders, by applying the entire amount of any such prepayment to the Tranche B Term Loan, or (iii) with the consent of the Required Lenders, by applying a portion of any such prepayment to the Tranche A Term Loan and the remaining after each portion of such application shall be applied prepayment to prepay Eurodollar Rate Loans. Notwithstanding the Tranche B Term Loan); provided, that, notwithstanding the foregoing, if (A) Borrowers may direct that Administrative Agent apply up to $5,000,000 in the amount of any prepayment of Loans required aggregate from voluntary prepayments made by Borrowers under this Section 2.03 shall be in excess 2.3(c) after the first anniversary of the amount Second Amendment Effective Date to the Tranche B Term Loan (and Administrative Agent shall comply with such directions) if all of the Base Rate Loans following conditions are satisfied: (1) at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid andprepayment, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an no Default or Event of Default has shall have occurred and is continuing, the ; and (2) Borrowers shall have provided Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit notice as to such directions at least 10 Business Days prior to the payment date of such Loans in an amount equal prepayment (prepayments of the Tranche B Term Loan that satisfy the foregoing requirements and conditions, being referred to such Excess Amount or as “Tranche B Designated Prepayments”); and (B) prepaid immediately, together with any amounts owing Covenant Level Prepayment shall be applied by Administrative Agent to regularly scheduled amortization installments of the Lenders Tranche A Term Loan under Section 3.052.2(a) in the order of maturity of such installments.

Application of Prepayments. Amounts (i) Prior to any optional prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be applied prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(g)(iii), subject to the provisions of this Section 2.03 to the 2.10(g)(i); provided, however, that any optional prepayment of Term Loans made by the Borrower prior to July 1, 2014 shall be applied first to reduce outstanding Base Rate Loansthe scheduled payment on the Term Loans pursuant to Section 2.09(a) that is due on July 1, 2014. Any amounts remaining after each such application prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to prepay Eurodollar Rate Loansreduce the scheduled payments under Section 2.09(a) on a pro rata basis among the payments remaining to be paid on each Term Loan Repayment Date. Notwithstanding Each repayment of Loans pursuant to Sections 2.10(c)–(f) shall be applied (x) first, to the foregoing, if the outstanding principal amount of any prepayment of Term Loans and to reduce the scheduled payments required under this Section 2.03 2.09(a) on a pro rata basis among the payments remaining to be paid on each Term Loan Repayment Date; provided, however, the Net Cash Proceeds from any Asset Sale shall be applied (i) first, to reduce the scheduled payment on the Term Loans pursuant to Section 2.09(a) that is due on July 1, 2014 and (ii) second, to the extent in excess of thereof, to reduce the amount of remaining scheduled payments required under Section 2.09(a) on a pro rata basis among the Base Rate Loans at payments remaining to be paid on each Term Loan Repayment Date, and (y) second, to the time outstanding (an “Excess Amount”), only extent there are prepayment amounts remaining after the portion of the amount application of such prepayment as is equal to the amount of prepayments under clause first, such outstanding Base Rate Loans excess amounts shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate outstanding Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest but without any corresponding reduction in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while Revolving Commitments unless an Event of Default has occurred and is then continuing, in which case the Administrative Agent may, Revolving Commitments shall be so reduced) and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together Borrower shall comply with any amounts owing to the Lenders under Section 3.052.10(b).

Application of Prepayments. Amounts to be applied All prepayments made pursuant to this Section 2.03 to the prepayment of Loans 3.4 shall be applied first to reduce any Prepayment Premium then due, then to accrued interest and Fees, and then to the principal outstanding in connection with the Revolving Loans. All mandatory prepayments of principal required to be made pursuant to Sections 3.4(b)(i) or 3.4(b)(ii) shall be applied first to the Base Rate Loans. Any amounts remaining , and then, after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount principal balances of the Base Rate Loans at have been reduced to zero, to the time outstanding (an “Excess Amount”)LIBOR Loans and Australian Advances with the shortest remaining Interest Periods; provided, only the portion of however, that if the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid andthen outstanding is not sufficient to satisfy the entire prepayment requirement, the applicable Borrower may, at the election of the Borrowerits option, the Excess Amount shall place any amounts that it would otherwise be either (A) deposited in an escrow account required to use to prepay LIBOR Loans and Australian Advances on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on a day other than the last day of the then next-expiring Interest Period therefor in an account (the "Prepayment Account") pledged to the Administrative Agent for Eurodollar Rate Loans; provided that (i) interest in respect the benefit of the Lenders until the end of such Excess Amount shall continue Interest Period, at which time such pledged amounts will be applied to accrue thereon at the rate provided hereunder for the Loans which prepay such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such LIBOR Loans and (ii) at any time while an Australian Advances. Unless a Possible Default or Event of Default has occurred and is continuingshall occur, the Administrative Agent mayshall, and acting upon written direction from instructions of the Required Lenders shallapplicable Borrower, apply invest amounts placed in the Prepayment Account in Eligible Investments; provided, however, that the Administrative Agent shall not be liable for any action taken or all proceeds then on deposit omitted to be taken in connection with such investment activities (except for its own gross negligence or willful misconduct). Subject to the payment foregoing described pledge, all interest and earnings on amounts placed in the Prepayment Account shall be for the account of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05applicable Borrower.

Application of Prepayments. Amounts Any prepayments of Loans pursuant to Section 2.10(c), (d), (e) or (f) shall be applied to reduce scheduled payments of Term B Loans required under Section 2.09(a) on a pro rata basis among the payments due on each Term B Loan Repayment Date based on the payments then due on each Term B Loan Repayment Date. After application of mandatory prepayments described above in this paragraph (h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Optional prepayments of Term B Loans pursuant to Section 2.10(a) shall be applied as designated by Borrower. Other amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term B Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term B Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”)outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower Collateral Account and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-next expiring Interest Period for Eurodollar Rate Loans; provided that Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating theretoaccount of Borrower) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application of Prepayments. Amounts to be applied (i) Any prepayment of Term Loans pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application 2.10(a) shall be applied to prepay Eurodollar Rate Loansthe Class or Classes of Term Loans as Borrower may specify in the applicable notice of prepayment. Notwithstanding If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, then such prepayment shall be applied to all Classes of Term Loans then outstanding on a pro rata basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the foregoing, if the amount any Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable application of mandatory prepayments to any prepayment such Class of Term Loans required under this Section 2.03 established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be in excess applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. To the extent applicable, any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (f) shall be applied to reduce scheduled installments of the amount of Term Loans as directed by Borrower in the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount notice of such prepayment as is equal pursuant to the amount of such outstanding Base Rate Loans shall be immediately prepaid Section 2.10(i) (and, at the election if not specified, in direct order of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory maturity to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders scheduled payments required under Section 3.052.09(a)).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (except in respect of the Initial Term Loan and, the 2019 Term Loans and the 2020 Term Loans, prepayments of which shall be applied pro rata among each such Tranche). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date), in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Parent Borrower (on behalf of itself and the Subsidiary Borrower) shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled installments of principal required under Section 2.09, first, in direct order to such scheduled installments of principal due on the next four Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. Any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Parent Borrower (on behalf of itself and the Subsidiary Borrower). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Parent Borrower, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, then such Eurodollar Loans shall be prepaid immediately as set forth in clause (B) above.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date), in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Amounts Subject to be applied Section 1.10(c), any prepayments pursuant to this Section 2.03 to the prepayment of Loans 1.8(c), 1.8(d) or 1.8(e) shall be applied first to reduce outstanding Base Rate prepay the next four (4) installments of each tranche of Term Loans. Any amounts remaining after each such application shall be applied , if any, in direct order of maturity and then to prepay Eurodollar Rate all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement.; provid ed, how ever, to the ex tent Agent receiv es a prepayment in excess of $3,500,000 pursuant to Secti on 1.8(c) as a result of any Disposition or Event of Loss (or an y series of related Disposit ions or Events of Loss), Agent may elect, in its sole dis cretion, to first apply such Net Proc xxxx to prepay outstanding LIF O Revolving Loans (w ithout permanent reduction of the Aggregate LIFO Revolving Loan Commitme nts). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if the amount any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding 1.8 by providing written notice (an each, a “Excess AmountRejection Notice”), only the portion of the amount of such prepayment as is equal ) to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to the prepayment of Eurodollar a LIBOR Rate Loans on Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is amounts are intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been amounts are used in full to repay such Loans Loans) and (ii) at any time while an Event then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuingthe applicable Interest Period. Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Borrower shall pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Amounts to be applied (i) Any prepayments made by the Borrower pursuant to this Section 2.03 to the prepayment of Loans Sections 5.3(a) or 5.3(c) above shall be applied first as follows: first, to reduce outstanding Base Rate Loans. Any amounts remaining after each Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lender then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lender based on their respective Ratable Shares of such application fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Ratable Shares of such interest and fees; fourth, to the principal balance of the Term Loans until the same shall be have been paid in full, pro rata to the Lenders based on their Ratable Shares thereof, and applied to prepay Eurodollar Rate the remaining principal installments thereof (including the installment due on the Term Loan Maturity Date thereof) in the inverse order of scheduled maturities; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Credit Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the Letter of Credit Obligations of such date plus any accrued and unpaid fees thereon. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”)prepayments made pursuant to clauses fifth through seventh above, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05so request.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(f), subject to the provisions of this Section 2.10(e). After application of mandatory prepayments of Term Loans described above in this Section 2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”"EXCESS AMOUNT"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Except as may be otherwise specified in any Refinancing Amendment (with respect to the Class of Refinancing Term Loans or Refinancing Revolving Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans or Refinancing Revolving Loans, as the case may be, with respect of each other Class of Loans), each prepayment of Loans pursuant to Section 2.11(g), (h), (j) or (k) shall be applied (A) first, to the Term Loans, ratably to each Class thereof (provided that any prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and (B) after all Term Loans have been repaid in full, to the Revolving Loans, with a simultaneous reduction of the Revolving Commitments in an equal amount. Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.11(m), subject to the provisions of Section 2.11(l). Any prepayments of Loans pursuant to Section 2.11(g), (h), (j) or (k) shall be applied to reduce scheduled installments of principal required under Section 2.10, (i) with respect of Term A Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Term B Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.11(a) shall be applied as specified by Borrowers. Subject to the first sentence of this Section 2.11(l), amounts to be applied pursuant to this Section 2.03 2.11 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.11 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.11, deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.14; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.11, then such Eurodollar Loans shall be prepaid immediately as set forth in clause (B) above.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(g), subject to the provisions of this Section 2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as elected by Borrower. Any prepayments of Term Loans pursuant to Section 2.10(b), (c), (d) or (e) shall be applied pro rata in inverse order of maturity to reduce scheduled prepayments required under Section 2.9 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an interest bearing escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts to be applied pursuant to this Section 2.03 shall be applied to reduce scheduled principal payments under Section 2.05, first, to the next four unpaid scheduled principal installments of Loans, and second, on a pro rata basis to all remaining scheduled principal installments of the Loans including the installment due on the Maturity Date. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, and deposit the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and Borrower; provided that (i) the Excess Amount shall be applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and Loans; (iiiii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such the Excess Amount Amount; and (iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(k), subject to the provisions of this Section 2.10(j). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (including, for the avoidance of doubt and notwithstanding anything to the contrary herein (including Section 2.14) to the extent directed to be applied to any specified Class of Term Loans (without any requirement that such application be made pro rata with any other Class of Term Loans)). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied, first, to accrued interest and fees with respect to the Term Loans being prepaid and second, to the principal of the Term Loans. Amounts to be applied pursuant to this Section 2.03 2.10(j) to the prepayment of Term Loans shall be applied first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Term Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.either

Application of Prepayments. Amounts Subject to Section 1.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan, any prepayments pursuant to Section 1.8(c) (other than prepayments of Swing Loans and Revolving Loans as set forth therein), 1.8(d), 1.8(e) or 1.8(f) shall be applied first pro rata to each Class of Term Loan based upon the respective outstanding principal balances thereof and shall be applied to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans without a permanent reduction of the Aggregate Revolving Loan Commitment, and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.4. Notwithstanding the foregoing, subject to Section 1.10(c), any prepayments pursuant to this Section 2.03 1.8(d)(ii) within 90 days of the Closing Date may, at the written election of Borrower made to Agent at least two Business Days prior to prepayment (or such shorter time as Agent may elect in its sole discretion), be applied first to prepay outstanding Swing Loans, second to prepay outstanding Revolving Loans without a permanent reduction of the prepayment Aggregate Revolving Loan Commitment, third to prepay all remaining installments of Loans the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.4. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to reduce outstanding any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Any amounts remaining after Together with each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). All prepayments of Loans shall be applied to reduce scheduled prepayments required under Section 2.09(a) on a pro rata basis among the prepayments remaining to be made on each Loan Repayment Date. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, foregoing if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-next expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.09(i), subject to the provisions of this Section 2.09(h). Any prepayments of Incremental Term Loans pursuant to Section 2.09(c), (d), (e), (f) or (g) shall be applied to reduce any scheduled prepayments required with respect thereto, on a pro rata basis among the remaining installments thereof. After application of mandatory prepayments of Incremental Term Loans, if any, described above in this Section 2.09(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Loans shall be repaid (without a corresponding permanent reduction of the Revolving Commitments) among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.09(b). Amounts to be applied pursuant to this Section 2.03 2.09 to the prepayment of Incremental Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.09 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled payments required under Section 2.09 in the order directed by Borrower. Any prepayment of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09 in direct order of maturity for the scheduled prepayments due within twelve (12) months after such prepayment and thereafter to the scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Mandatory prepayments pursuant to Sections 2.10(c), (d) and (e) shall be applied to the Term Loans, any then-existing Incremental Term Loans and any then-existing Replacement Term Loans on a pro rata basis, and, with respect to the Term Loans, to the principal repayment installments thereof in direct order of maturity, and, with respect to any then-existing Incremental Term Loans, as set forth in the applicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in the applicable Replacement Term Loan Facility Amendment. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans 2.10 shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (Ai) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for such Eurodollar Rate Loans; provided that Loans (iprovided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (iiB) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount Amount) or (Bii) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts to be applied (i) Any prepayments pursuant to this Section 2.03 to the prepayment of Loans 1.7 or subsection 1.8(d) or 1.8(f) shall be applied as follows: (A) the first to reduce outstanding Base Rate Loans. Any amounts remaining after each fifty percent (50%) of such application prepayment shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if Term Loan and the amount of any prepayment of CapEx Loans required under this Section 2.03 shall be in excess of pro rata based on the amount of then outstanding principal balances thereof and (B) the Base Rate Loans at the time outstanding remaining fifty percent (an “Excess Amount”), only the portion of the amount 50%) of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid applied to prepay the outstanding Revolving Loans (without a corresponding reduction of the Revolving Loan Commitment of any Lender) and, at after the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate outstanding Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used paid in full full, any remaining portion of such prepayment shall be applied to repay such prepay the Term Loan and the CapEx Loans and (ii) at any time while an pro rata based on the then outstanding principal balances thereof; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit prepayments made pursuant to Section 1.7 may be applied to the payment Obligations at the direction of the Borrower, as specified in the applicable notice of prepayment delivered by the Borrower pursuant to subsection 1.7(a); provided, further, however, that in the absence of such direction by the Borrower, such prepayments shall be applied to prepay the outstanding Revolving Loans (without a corresponding reduction of the Revolving Loan Commitment of any Lender) and, after the outstanding Revolving Loans shall have been paid in an amount equal full, any remaining portion of such prepayment shall be applied to such Excess Amount or (B) prepaid immediately, together with any amounts owing to prepay the Lenders under Section 3.05Term Loan and the CapEx Loans pro rata based on the then outstanding principal balances thereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied to reduce the scheduled payments required under Section 2.09 equally among each of the payments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “"Excess Amount”"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.03(d), subject to the provisions of this Section 2.03(c). Any prepayments pursuant to Section 2.03(a) shall be applied to reduce scheduled prepayments required under Section 2.05, first, to any scheduled principal installments of Loans due within the following eight quarters in direct order of maturity, and second, on a pro rata basis to all remaining scheduled principal installments of the Loans. Any prepayments pursuant to Section 2.03(b) shall be applied to reduce scheduled prepayments required under Section 2.05 on a pro rata basis to all remaining scheduled principal installments of the Loans. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loansthe Type of Loan and specific Borrowing or Borrowings designated by Borrower. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be would result in excess of Borrower incurring breakage costs under Section 3.05 (the amount of the Base Rate Loans at the time outstanding (an “Excess AmountAffected Loans”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall Affected Loans may be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate LoansLoans (or such earlier date or dates as shall be requested by Borrower); provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shallLenders, the Administrative Agent shall apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05Affected Loans.

Application of Prepayments. Mandatory prepayments pursuant to Sections 2.10(c), (d) and (e) shall be applied to the Term Loans, any then-existing Incremental Term Loans and any then-existing Replacement Term Loans on a pro rata basis, and, with respect to the Term Loans, to the principal repayment installments thereof in direct order of maturity, and, with respect to any then-existing Incremental Term Loans, as set forth in the applicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in the applicable Replacement Term Loan Facility Amendment. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans 2.10 shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Eurocurrency Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (Ai) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that such Eurocurrency Loans (iprovided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (iiB) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount Amount) or (Bii) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Subject to the last sentence of Section 2.05(c) and the first sentence of Section 2.05(d), in the event of any optional or mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated first to the Tranche A Loans and second to the Tranche B Loans. Any prepayments of Loans pursuant to this Section 2.05 shall not change the Borrowers obligation to pay the Monthly Amount on each Payment Date other than that no Monthly Amounts need to be paid after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid and no Monthly Amount need be in excess of the amount needed to pay the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan and, if applicable, the Tranche B Loan; provided, that, if the Tranche B Loan remains outstanding after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid, the Borrowers shall pay a Monthly Amount on each Payment Date equal to the accrued interest on the Tranche B Loan. Amounts to be applied pursuant to this Section 2.03 2.05 to the prepayment of Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Loans, if any, of the applicable Class of Loans being paid. Any amounts remaining after each such application application, if any, shall be applied to prepay Eurodollar Rate LoansLoans of the applicable Class of Loans being paid. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.05 shall be in excess of the amount of the Base Rate applicable ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower Lender and applied to the prepayment of applicable Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for such Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, Lender may apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. Amounts to be applied Any prepayments pursuant to this Section 2.03 to the prepayment of Loans -------------------------- subsection 1.7, 1.8(c), (d) and (e) shall be applied first to reduce outstanding Base Rate Loans. Any prepay installments of the Term Loans coming due pro rata against all such scheduled installments based upon the respective amounts remaining after thereof, and then in permanent reduction of the Revolving Loan, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such application shall be applied to prepay Eurodollar Rate LoansLender's ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder. Notwithstanding the foregoing, if the amount at any time that Term Loan A remains outstanding any Lender holding any portion of Term Loan B may elect, by notice to Agent and Borrower at least one Business Day prior to any prepayment of Term Loans required or permitted to be made by Borrower for the account of such Lender pursuant to this Agreement, to cause all or a portion of such prepayment to be applied instead to prepay such Lender's Term Loan A, in which case such prepayment shall be applied in payment of Term Loan A pro rata against all remaining scheduled installments of Term Loan A. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(g). Notwithstanding the foregoing any Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10(c), (d), (e) or (f) in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Loan Lender that initially accepted such prepayment. Any amounts rejected by such Lenders shall be retained by Borrower. Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Term Loan Repayment Dates occurring following such prepayment (it being agreed that, if any Term Lender shall decline the prepayment of its Term Loans, any amount of such prepayment that would have been applied to reduce scheduled repayments due on Term Loan Repayment Dates prior to the Term Loan Maturity Date shall be deemed to have been applied to such repayments and shall be added to the amount due on such Term Loans on the Term Loan Maturity Date). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans shall be applied first to reduce outstanding Base Rate ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Eurocurrency Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to the principal of the Term Loans. Amounts to be applied pursuant to this Section 2.03 2.10(h) to the prepayment of Loans shall be applied applied, first to reduce outstanding Base Rate ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f). Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Permitted Debt Exchange Notes or any First Lien Credit Agreement Refinancing Indebtedness, First Lien Refinancing Term Loans, First Lien Refinancing Revolving Loans or First Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h) (it being understood that any mandatory prepayment shall be applied first to the Term Loans). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or(g) shall be applied to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due on the Term Loan Repayment Dates occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied to the Revolving Loans without reduction of the Revolving Commitments. Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied applied, as applicable, first to reduce outstanding Base Rate ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts Subject to Section 1.10(c) and except as may otherwise be applied set forth in any Extension Offer with respect to any Extended Term Loan or in any amendment with respect to Incremental Term Loans, or pursuant to this the agreements governing Incremental Equivalent Indebtedness, or US-DOCS\99983253.20 as otherwise provided herein, any prepayments pursuant to Section 2.03 to the prepayment of Loans 1.8(c), 1.8(d) or 1.8(e) shall be applied first to reduce prepay installments of each such Class of Term Loan, if any, in direct order of maturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans), second to prepay outstanding Base Rate Swing Loans without permanent reduction of the Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.5; provided that in no event shall any Incremental Term Loans or Incremental Equivalent Indebtedness or the refinancing of any thereof be permitted to be voluntarily or mandatorily prepaid pursuant to Section 1.7 or Section 1.8, as applicable, prior to the repayment in full of the then outstanding Term Loans unless accompanied by at least a ratable repayment of such Term Loans. Any To the extent permitted by the foregoing sentence, amounts remaining after each such application prepaid shall be applied first to prepay Eurodollar any Base Rate LoansLoans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Notwithstanding the foregoing, if the amount of any Together with each prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower1.8, the Excess Amount Borrower shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with pay any amounts owing required pursuant to the Lenders under Section 3.0510.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(.i). Amounts to be applied pursuant to this Section 2.03 2.10 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 Section. 2.10 shall be in excess of the amount of the Base Rate ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of the Loans which such Excess Amount is intended to repay shall continue to accrue thereon at the rate provided hereunder for the such Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.052.13.

Application of Prepayments. Amounts (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied pursuant to this Section 2.03 to as specified by the BorrowersBorrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied first (x) to reduce prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding Base Rate principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the BorrowersBorrower (or, in the absence of such direction, in direct order of maturity). Any amounts remaining after each If the Borrowers failBorrower fails to specify the Loans to which any such application prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay Eurodollar Rate the Term Loans. Notwithstanding , the foregoingExtended Term Loans, if the amount of Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any prepayment of Lenders under any Extended Term Loans, Other Term Loans required under this Section 2.03 or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be in excess further applied on a pro rata basis to the first eight remaining Installments of principal of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the BorrowerTerm Loans, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to Extended Term Loans, the Administrative Agent Other Term Loans and the Borrower and applied to the prepayment Incremental Term Loans in direct order of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent maymaturity, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit a pro rata basis to the payment of all such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 3.05remaining Installments.