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

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay to the Term Loans, next four (4) scheduled Installments of the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisin accordance with the respective outstanding principal amounts thereof) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, thereafter applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans, Loans on a pro rata basis (in accordance with respective outstanding principal amounts thereby); provided that prior to the Extended Tranche B-1 Term Loan Maturity Date the U.S. Borrower may elect to have such payments applied solely with respect to the Tranche B-1 Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; third, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any ----------------------------------------------------- amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments full extent thereof, second, to ----- ------ the extent of principal any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the ----- Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, fourth, to prepay the extent of any remaining portion of the Applied Amount, to provide cash collateral for any outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the full extent of the outstanding stated amounts thereof and to further permanently reduce the Revolving Credit Commitments); and Loan Commitments by the amount of such cash collateral and, fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction ----- remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount ----------------------------------------------------- required to be paid pursuant to Sections 2.14(a2.12(a) through 2.14(e2.12(c) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity subject to the next eight scheduled Installments of principal requirements of the Term Loans, the Extended Term Loans, the Other Term Loans final sentence of Sections 2.12(a) and the Incremental Term Loans, and thereafter2.12(b), on a pro rata basis to repay Revolving Loans, Delayed Draw Term Loans and New Term Loans, if any, in accordance with the respective principal amount thereof, and shall be further applied to reduce the Revolving Commitments by the amount allocable to Revolving Loans and to reduce the Delayed Draw Term Loan Commitments by an amount, if any, equal to the excess of the amount allocable to the Delayed Draw Term Loans over the amount of the Delayed Draw Term Loans outstanding immediately prior to the making of any such mandatory prepayment; provided that any such reduction of Revolving Commitments shall be -------- further applied to reduce the remaining Installments of principal of the scheduled Revolving Installment set forth in Section 2.10(a) on a pro rata basis; provided further that, with -------- ------- respect to Delayed Draw Term Loans, the Extended amount of such repayment shall be further applied pro rata to reduce the remaining Scheduled Delayed Draw Term Loan Installments; provided further that, with respect to New Term Loans, a -------- ------- lesser amount may be required to be prepaid or such prepayment requirement waived as set forth in the Other applicable Joinder Agreement; provided further that, -------- any such amounts waived or not used to prepay New Term Loans shall be used to further prepay, on a pro rata basis as set forth above, Revolving Loans and the Incremental Delayed Draw Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any in accordance with the respective outstanding principal amounts thereof) and further applied first, to the next four scheduled Installments from the date of such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) prepayment of principal in the direct order of maturity and second, on a pro rata basis among Term Loans and pro rata to the next eight remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, provided that in lieu of such application on a pro rata basis to the remaining Installments each Class of principal of the Term Loans, the Extended at any time Parent Borrower may, at its option, direct that such prepayment be applied (in which case it shall be applied) (I) first, to then outstanding Tranche B Term Loans, the Other Loans on a pro rata basis among Tranche B Dollar Term Loans and Tranche B Euro Term Loans until all such Tranche B Term Loans have been repaid in full, and (II) thereafter, to the Incremental successive Class or Classes of Term LoansLoans with the then next earliest Term Loan Maturity Date (ratably among such Classes, respectivelyif multiple Classes exist with the same Term Loan Maturity Date), until all such Term Loans have been repaid in full, and so on, and (y) it is understood and agreed that the preceding clause (x) may be modified as expressly provided in Section 2.24 or 2.26 in connection with a Refinancing Amendment or Extension Amendment, as the case may be; second, to prepay the Swing Line Loans and L/C Borrowings to the full extent thereof (without any corresponding reduction to the of Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any corresponding reduction to the of Revolving Credit Commitments); and fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any corresponding reduction to the of Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26.;

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), (i) the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.262.26 and (ii) the Mandatory 1L IPO Prepayment Amount shall be applied on a ratable basis to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in accordance with clause “first” of Section 2.15(b).

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount ----------------------------------------------------- (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: applied first, subject to the provisions ----- of subsection 2.4B(iv)(d), to prepay the Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans on a pro rata basis (unless any Lenders under any such Extended based upon the then --- ---- outstanding principal amount of Tranche A Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans, and thereafter, on a pro rata basis ) to the full extent thereof, second, to the extent of any ------ remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of ----- the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the ------ Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Refinancing Term Loans and the Incremental New Term Loans on a pro rata basis (unless any Lenders under any such and (i) Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisthe extent set forth in the applicable amendment with respect thereto and (ii) in the direct order case of maturity mandatory prepayments pursuant to Sections 2.14(a), (b) and (d) to any Indebtedness incurred pursuant to Section 6.1(m) that is secured on a pari passu basis with the next eight scheduled Installments of Obligations) (in accordance with the respective outstanding principal of the Term Loans, the Extended Term Loans, the Other Term Loans amounts thereof) and the Incremental Term Loans, and thereafter, shall be applied (x) on a pro rata basis to the remaining scheduled Installments (including the final Installment due on the Term Loan Maturity Date) of principal of the Term Loans, (y) in the Extended manner set forth in the applicable amendment with respect to the remaining scheduled prepayments in respect of any Refinancing Term Loans, the Other New Term Loans and Extended Term Loans and (z) in the Incremental Term Loans, respectively; manner specified in the documentation governing any such Indebtedness incurred pursuant to Section 6.1(m) with respect to such Indebtedness. second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments)thereof; third, to prepay the Revolving Loans (including any New Revolving Loans, Replacement Revolving Loans or Extended Revolving Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof (without any corresponding reduction to in the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments)Credit; and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction an amount equal to 103% of the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence aggregate undrawn amount of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26such Letters of Credit.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to reduce scheduled installments of principal thereof on a pro rata basis, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, fourth, to prepay the extent of any remaining portion of the Applied Amount, to provide cash collateral for any outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the full extent of the outstanding stated amounts thereof and to further permanently reduce the Revolving Credit Commitments); and Loan Commitments by the amount of such cash collateral and, fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any payment of Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above Loans and/or reduction in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness Revolving Loan Commitments shall be applied as provided in first to Revolving Loans and/or Revolving Loan Commitments of MSL Overseas and then to Revolving Loans and/or Revolving Commitments of Company. Prepayments made by MSL Overseas and the definition thereof and, if applicable, Section 2.26application of any Applied Amount derived from an Foreign Subsidiary shall be applied only to Loans of MSL Overseas.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a2.12(a)(i), 2.12(b)(i) through 2.14(eor 2.12(c) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity subject to the next eight scheduled Installments of principal requirements of the Term Loans, the Extended Term Loans, the Other Term Loans final sentence of Sections 2.12(a)(i) and the Incremental Term Loans, and thereafter2.12(b)(i), on a pro rata basis to repay Delayed Draw Loans and Revolving Loans, if any, in accordance with the respective principal amount thereof; provided that prior to the delivery of the Compliance Certificate in respect of the Fiscal Quarter ending March 31, 2003 the amount to be repaid in respect of Revolving Loans shall be applied soley to repay Tranche A Revolving Loans, and thereafter shall be applied to repay Tranche A Revolving Loans and Tranche B Revolving Loans, if any, in accordance with the respective principal amount thereof. Any amount applied to reduce Revolving Loans shall be further applied (i) prior to the delivery of the Compliance Certificate in respect of the Fiscal Quarter ending March 31, 2003 to reduce the Tranche B Revolving Loan Commitments and (ii) at any time thereafter on a pro rata basis to reduce the Tranche A Revolving Commitments and the Tranche B Revolving Commitments in accordance with the respective principal amount thereof; PROVIDED that any such reduction of Tranche A Revolving Commitments shall be 56 further applied to reduce the remaining scheduled Tranche A Revolving Installments set forth in Section 2.10(a)(i) on a pro rata basis; PROVIDED FURTHER that any such reduction of principal of Tranche B Revolving Commitments shall be further applied to reduce the remaining scheduled Tranche B Revolving Installments set forth in Section 2.10(a)(ii) on a pro rata basis; PROVIDED STILL FURTHER that, with respect to Delayed Draw Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters amount of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness such repayment shall be further applied as provided in pro rata to reduce the definition thereof and, if applicable, Section 2.26remaining scheduled Delayed Draw Term Loan Installments.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, any amount required to be paid applied as a mandatory prepayment of the Loans and/or, to the extent requested by Requisite Lenders pursuant to Sections 2.14(aclause (f) through 2.14(ebelow, a reduction of the Revolving Loan Commitments and the Offshore Loan Commitments, pursuant to subsections 2.4B(iii)(a)-(f) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal full extent of the Term Loans, the Extended Term Loanssecond, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the extent of any remaining Installments portion of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondsuch amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction of the Swing Line Loans and, to the extent requested by Requisite Lenders pursuant to clause (f) below, to permanently reduce the Revolving Credit Commitments); Loan Commitments and Offshore Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans and Offshore Loans to the full extent thereof (without any reduction of the Revolving Loans and Offshore Loans and, to the extent requested by Requisite Lenders pursuant to clause (f) below, to further permanently reduce the Revolving Credit Commitments); Loan Commitments and Offshore Loan Commitments in accordance with clause (d) below by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect to Letters the extent of Credit (without any reduction remaining portion of such amount, to the Revolving Credit Commitments); and fifthextent requested by Requisite Lenders pursuant to clause (f) below, to Cash Collateralize all Letters further permanently reduce the Revolving Loan Commitments and the Offshore Loan Commitments to the full extent of Credit the Revolving Loans Commitments and the Offshore Loan Commitments in accordance with Section 2.4(hclause (d) (without below. Any mandatory reduction of Revolving Loan Commitments pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender's Pro Rata Share. Any mandatory reduction of Offshore Loan Commitments pursuant to this subsection 2.4B shall be in proportion to each Offshore Lender's Pro Rata Share. If an Event of Default has occurred and is continuing, any reduction amount required to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness be applied as a mandatory prepayment shall be applied as provided set forth in the definition thereof and, if applicable, Section 2.26.subsection 2.4D.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(g) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to reduce scheduled installments of principal thereof on a pro rata basis, second, to the extent of any remaining portion of the Applied Amount, to permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, fourth, to prepay the extent of any remaining portion of the Applied Amount, to provide cash collateral for any outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the full extent of the outstanding stated amounts thereof and to further permanently reduce the Revolving Credit Commitments); and Loan Commitments by the amount of such cash collateral and, fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any payment of Term Loans, Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above Loans and/or reduction in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness Revolving Loan Commitments shall be applied as provided in first to Term Loans, Revolving Loans and/or Revolving Loan Commitments of MSL Overseas and then to Term Loans, Revolving Loans and/or Revolving Commitments of Company. Prepayments made by MSL Overseas and the definition thereof and, if applicable, Section 2.26application of any Applied Amount derived from a Foreign Subsidiary shall be applied only to Loans of MSL Overseas.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Unless an Event of Default has occurred and is continuing, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(e2.3(b)(iii)(A)-(E) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); extent of any remaining portion of such amount, to prepay the L/C Loans to the full extent thereof, third, to the extent of any remaining portion thereof, to cash collateralize the outstanding Letters of Credit, such cash collateral to be deposited in the Collateral Account and applied pursuant to Section 3.5 and the terms of the Security and Pledge Agreement, fourth, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments); fourthLoan Commitments by the amount of such prepayment, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters the extent of Credit any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any mandatory prepayments of Term Loans pursuant to Sections 2.3(b)(iii)(A)-(F) shall be applied to reduce the scheduled installments of principal of the Term Loans as follows: first, to the extent not previously paid, up to $500,000 pro rata to the scheduled installments of principal of the Term Loans due May 31, 2000, June 30, 2000, and July 31, 2000, and $1,250,000 pro rata to the scheduled installments of the Term Loans due August 31, 2000, September 30, 2000, and October 31, 2000, in each case in forward order of maturity; second, to the extent not previously prepaid, to the Additional Payments in forward order of maturity; and third, on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans (without any reduction to other than the Revolving Credit Commitments). Notwithstanding anything to final such installment) that is unpaid at the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence time of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26such payment.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: first, first to prepay the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term ----- Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to and shall be paid on a less than ratable basis) in the direct order of maturity applied to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, remaining installments thereof on a pro rata basis to the full extent thereof, second, to the ------ extent of any remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, ----- to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining ------ portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments)full extent thereof; and fifthprovided -------- however, that so long as any Tranche A Term Loans are outstanding, ------- each Lender of Tranche B Term Loans shall have the right to Cash Collateralize refuse all Letters of Credit in accordance with Section 2.4(h) (without or any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence portion of any Credit Agreement Refinancing Indebtedness mandatory prepayment allocable to it, and the amount so refused shall be applied as provided in to prepay the definition thereof andTranche A Term Loans. Notwithstanding the foregoing or anything herein to the contrary, if applicable, Section 2.26no portion of the proceeds of Indebtedness permitted under subsection 7.1(vi) which are applied to prepay the Loans shall be applied to permanently reduce the Revolving Loan Commitments.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the First Lien US Term Loans, the Extended Term Loans, the Other First Lien European Term Loans and the Incremental any New First Lien Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to in accordance with the respective outstanding principal amounts thereof) and shall be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, further applied on a pro rata basis to the remaining scheduled Installments of principal of the First Lien US Term Loans, the Extended Term Loans, the Other First Lien European Term Loans and the Incremental New First Lien Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; third, to prepay the Revolving Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments)full extent thereof. Notwithstanding anything to the contrary set forth above in For purposes of determining any pro rata allocation contemplated under this Section 2.15(b)subsection at any time, the net cash proceeds from the incurrence amount of any Credit Agreement Refinancing Indebtedness First Lien European Term Loan shall be applied as provided in the definition Dollar Equivalent of the principal amount thereof and, if applicable, Section 2.26at such time.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsection 2.4B(iii) shall be applied: firstapplied first (x) in the event of a prepayment pursuant to subsection 2.4B(iii)(a) or (b), to prepay the Term Loans, the Extended Term Loans, the Other Domestic Term Loans and the Incremental Tranche B Term Loans on a pro rata basis to the full extent thereof, and (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisy) in the direct order event of maturity a prepayment pursuant to subsection 2.4B(iii)(c), (d) or (e), to prepay the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Domestic Term Loans and the Incremental Tranche B Term Loans, and thereafter, Loans on a pro rata basis to the full extent thereof, second, to the extent of any remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction permanently reducing the Swing Line Loan Commitments by the amount of such prepayment, third to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving B Loans to the full extent thereof without permanently reducing the Revolving B Loan Commitments, and fourth, to the extent of any remaining portion of the Applied Amount, to prepay the Working Capital Revolving Loans to the full extent thereof (but without any reduction to permanently reducing the Working Capital Revolving Credit Commitments); fourth, to prepay outstanding reimbursement obligations with respect to Letters Loan Commitments by the amount of Credit (without any reduction to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26such prepayment.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iv)(a)-(d) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Initial Term Loans (and to the extent required by the terms thereof, any Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the and Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis )) to the full extent thereof, second, to the extent of any remaining Installments portion of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondsuch amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitment Amount by the amount of such prepayment, and fourth, to prepay the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof, provided that to the extent any such reduction of the Revolving Loan Commitment Amount would result in the Total Utilization of Revolving Loan Commitments exceeding the Revolving Loan Commitment Amount, Company promptly shall Cash collateralize outstanding reimbursement obligations with respect to Letters of Credit (without any by depositing the requisite amount in the Collateral Account. Any mandatory reduction to of the Revolving Credit Commitments); and fifth, Loan Commitment Amount pursuant to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness subsection 2.4B shall be applied as provided in the definition thereof and, if applicable, Section 2.26proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans ; and the Incremental Term Loans further applied on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments)thereof; third, to prepay the Revolving Loans to the full extent thereof (without any reduction to the Revolving Credit Commitments)thereof; fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and sixth, to further permanently reduce the Revolving Commitments to the Revolving Credit Commitments). Notwithstanding anything to full extent thereof; provided that in the contrary set forth above in this case of clauses fourth through and including sixth of Section 2.15(b), the net cash proceeds Revolving Commitments shall be permanently reduced only if and to the extent that both (y) such prepayment arises as a result of an Asset Sale under this Section 2.14 and (z) there has been a notice in writing by the Administrative Agent to the Borrower that the Required Lenders have determined (after the Administrative Agent having received at least five (5) Business Day’s prior written notice of such Asset Sale from the incurrence Borrower) that the Collateral securing the Obligations after giving effect to the most recent or then contemplated Asset Sale is insufficient to adequately collateralize such Obligations (taking into account any remaining undrawn Commitments and any commitment increases which might result as a result of any Credit Agreement Refinancing Indebtedness shall be applied as provided in Section 2.2(b)) (it being understood that the definition thereof andLenders shall, if applicablerequested by the Borrower, consider in good faith whether the Collateral securing the Obligations after giving effect to the most recent or then contemplated Asset Sale is sufficient to adequately collateralize such Obligations (taking into account any remaining undrawn Commitments and any commitment increases which might result as a result of Section 2.262.2(b))).

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(h) shall be applied: first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisx) in the direct order case of maturity to the next eight scheduled Installments of principal of the Term LoansCompany, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, first to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the applicable Revolving Loan Commitments by the amount of such prepayments, second, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Domestic Tranche A Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Domestic Tranche A Revolving Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Domestic Tranche B Revolving Credit Commitments); Loans to the full extent thereof and to further permanently reduce the Domestic Tranche B Revolving Loan Commitments then in effect by the amount of such prepayment, fourth, to the extent of any remaining portion of the Applied Amount, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction the Domestic Term Loans to the full extent thereof, fifth, to the extent of any remaining portion of the Applied Amount, to prepay on a pro rata basis the UK Tranche B Revolving Credit Loans, the French Tranche B Revolving Loans and the Japanese Tranche B Revolving Loans to the full extent thereof and to further permanently reduce on a pro rata basis the UK Tranche B Revolving Loan Commitments); , the French Tranche B Revolving Loan Commitments and the Japanese Tranche B Revolving Loan Commitments then in effect by the amount of such prepayment, and sixth, to the extent of any remaining portion or the Applied Amount, to prepay the UK Term Loans to the full extent thereof, and (y) in the case of any Borrower other than Company, first to prepay the Tranche B Revolving Loans of that Borrower to the full extent thereof and to further permanently reduce the Tranche B Revolving Loan Commitments of that Borrower by the amount of such prepayment, second, to the extent of any remaining portion of the Applied Amount, to prepay the Term Loans, if any, of that Borrower to the full extent thereof, third, to the extent of any remaining portion of the Applied Amount, to prepay the Domestic Tranche A Revolving Loans of Company to the full extent thereof and to further permanently reduce the Domestic Tranche A Revolving Loan Commitments of Company then in effect by the amount of such prepayment, fourth, to the extent of any remaining portion of the Applied Amount, to prepay on a pro rata basis the Tranche B Revolving Loans of each of the other Borrowers to the full extent thereof and to further reduce on a pro rata basis the Tranche B Revolving Loan Commitments of each of the other Borrowers then in effect by the amount of such prepayment, and fifth, to Cash Collateralize all Letters the extent of Credit in accordance with Section 2.4(h) (without any reduction remaining portion of the Applied Amount, to prepay the Domestic Term Loans of Company to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Unless an Event of Default has occurred and is continuing, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4A(iii)(a)-(d) shall be applied: first, applied FIRST to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term based on the aggregate principal amount of each type of Loan outstanding) the Revolving Loans (including the Swing Line Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of and the Term Loans, in each case to the Extended Term full extent thereof; PROVIDED that each such mandatory prepayment of the Revolving Loans (including the Swing Line Loans) shall (1) be applied, as between the Other Term Swing Line Loans and the Incremental Term Revolving Loans, and thereafter, on a pro rata basis first to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and second, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and (without any reduction 2) permanently reduce the Revolving Loan Commitments by the amount of such prepayment of the Swing Line Loans and the Revolving Loans; and PROVIDED, further, that each such mandatory prepayment of the Term Loans shall be applied pro rata to all Tranches of Term Loans, shall reduce scheduled installments of principal of the Acquisition Term Loans on a pro rata basis and shall reduce scheduled installments of principal of other Tranches of Term Loans pursuant to the Revolving Credit Commitments)Increased Commitments Agreement; fourthand SECOND, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of such amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); full extent thereof. If an Event of Default has occurred and fifthis continuing, any amount required to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness be applied as a mandatory prepayment shall be applied as provided set forth in the definition thereof and, if applicable, Section 2.26.subsection 2.4C.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: first, first to prepay the Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to and shall be paid on a less than ratable basis) in the direct order of maturity applied to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, remaining installments thereof on a pro rata basis to the full extent thereof, second to the extent of any remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and fourth to the Revolving Credit Commitments); fourthextent of any remaining portion of the Applied Amount, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments)full extent thereof; provided however that so long as any Tranche A Term Loans are outstanding, each Lender of Tranche B Term Loans and fifth, Tranche C Term Loans shall have the right to Cash Collateralize refuse all Letters of Credit in accordance with Section 2.4(h) (without or any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence portion of any Credit Agreement Refinancing Indebtedness mandatory prepayment allocable to it, and the amount so refused shall be applied as provided in to prepay the definition thereof andTranche A Term Loans. Notwithstanding the foregoing or anything herein to the contrary, if applicable, Section 2.26no portion of the proceeds of Indebtedness permitted under subsection 7.1 (vi) which are applied to prepay the Loans shall be applied to permanently reduce the Revolving Loan Commitments.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any ----------------------------------------------------- amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(f) shall be applied: first, applied first to prepay the Tranche A Term LoansLoans to the full extent thereof ----- (provided, however, that Company shall apply any such amounts which --------- ------- are also required to be applied to repayment of the Extended Term Loans, AXELs under the Other AXEL Credit Agreement to the Tranche A Term Loans and the Incremental Term Loans on a AXELs pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity according to the next eight scheduled Installments respective outstanding principal amounts thereof, subject to the provisions of principal subsection 2.4B(iv)(d)), second, ------ to the extent of any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the ----- Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the ------ extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "APPLIED AMOUNT") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(c) shall be applied: applied first, to prepay the outstanding Series B Term Loans, the Extended Term Loans, the Other Series C Term Loans and the Incremental Term Loans Loans, if any, on a pro rata basis (unless any Lenders under any such Extended in accordance with the respective outstanding principal amounts thereof) and shall be applied to reduce scheduled installments of principal on the Series B Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Series C Term Loans and the Incremental Term Loans, if any, pursuant to subsections 2.4A(ii), (iii) and thereafter, on a pro rata basis to the remaining Installments (iv) in inverse order of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectivelymaturity; second, to the extent of any remaining portion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Series A Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; third, to the extent of any remaining portion of the Applied Amount, to prepay the Series A Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Series A Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fourth, to prepay outstanding reimbursement obligations with respect to Letters the extent of Credit (without any reduction to remaining portion of the Revolving Credit Commitments); and fifthApplied Amount, to Cash Collateralize all Letters of Credit further permanently reduce first, the Series B Loan Commitments and Incremental Facility Commitments, if any, on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) (without any reduction to the full extent thereof and second, to further permanently reduce the Series A Revolving Credit Commitments). Notwithstanding anything Loan Commitments to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26full extent thereof.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d)Except as provided in subsection 2.4D, (1) any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(b) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisin accordance with the respective outstanding principal amounts thereof) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction thereof, second, to the Revolving Credit Commitments); thirdextent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Credit Commitments)Loan Commitment Amount to the full extent thereof; fourthprovided, however, that to the extent any portion of the amount to be applied under this clause (1) consists of proceeds of business interruption insurance, such amount shall be applied according to clause (2) hereof; and (2) any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(c)-(d) shall be applied first to prepay the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction Revolving Loans to the full extent thereof and to reduce the Revolving Credit Commitments); and fifthLoan Commitment Amount by the amount of such prepayment, third to the extent of any remaining portion of such amount, to Cash Collateralize all Letters further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof, and fourth to the extent of Credit any remaining portion of such amount to prepay the Tranche A Term Loans on a pro rata basis (in accordance with Section 2.4(hthe respective outstanding principal amounts thereof) (without any reduction to the full extent thereof. Any mandatory reduction of the Revolving Credit Commitments). Notwithstanding anything Loan Commitment Amount pursuant to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness subsection 2.4B shall be applied as provided in the definition thereof and, if applicable, Section 2.26proportion to each Revolving Lender’s Pro Rata Share.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: applied first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments full extent thereof, second, to the extent of principal any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the Revolving Credit Commitments); and fifth, full extent thereof. Any mandatory prepayments of the Term Loans pursuant to Cash Collateralize all Letters of Credit in accordance with Section 2.4(hsubsection 2.4B(iii) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied on a pro rata basis to each scheduled installment of principal of the Term Loans as set forth in subsection 2.4A that is unpaid at the time of such prepayment; provided that, in respect of subsections 2.4B(iii)(d) and 2.4(B)(iii)(e)(I) such prepayments shall be applied (x) first, in direct order of maturity to scheduled amortization payments of the definition thereof andTerm Loans which will be due and payable during the 12 months immediately succeeding the date of the respective prepayment and (y) second, if applicableto the extent in excess of the scheduled amortization payments due and payable during such period, Section 2.26as otherwise provided above without regard to this proviso.

Application of Mandatory Prepayments by Type of Loans. Subject Any amount required to be paid pursuant to Section 2.15(d), any 2.14(c) shall be applied as provided in the applicable Joinder Agreement. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(eand 2.14(b) shall be appliedapplied as follows: first, to prepay the Term Loans, the Extended Term Loansif any, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid in accordance with the respective outstanding principal amounts thereof); and further applied on a less than ratable basis) in pro rata basis to reduce the direct order of maturity to the next eight scheduled Installments remaining installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Commitments by the amount of such prepayment; third, to further permanently reduce the Revolving Commitments up to the amount by which the Revolving Credit Commitments)Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed reduction; thirdfourth, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments)Commitments by the amount of such prepayment; fourthfifth, to prepay outstanding reimbursement obligations with respect to Letters of Credit (without any reduction and to further permanently reduce the Revolving Credit Commitments)Loan Commitments by the amount of such prepayment; and fifthsixth, to Cash Collateralize all cash collateralize Letters of Credit in accordance with Section 2.4(h) (without any reduction and to further permanently reduce the Revolving Credit Commitments). Notwithstanding anything to Loan Commitments by the contrary set forth above in this Section 2.15(b), the net amount of such cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26collateralization.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the “Applied Amount”) required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(c) shall be applied: , first, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a (pro rata basis (unless any Lenders under any such Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisacross each Series thereof) in the direct order of maturity to the next eight scheduled Installments of principal of the Term Loansfull extent thereof, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; second, to prepay the extent of any remaining portion of the Applied Amount, to the prepayment of the Swing Line Loans to the full extent thereof (without any permanent reduction to of the Revolving Credit Loan Commitments); , third, to prepay the extent of any remaining portion of the Applied Amount, to the prepayment of the Revolving Loans and the cash collateralization of outstanding Letters of Credit to the full extent thereof thereof, without a permanent reduction of the Revolving Loan Commitments unless the aggregate principal amount of the Revolving Loan Commitments is in excess of $300,000,000, in which case such Revolving Loan Commitments shall be permanently reduced by such remaining portion of the Applied Amount to an amount not less than $300,000,000 (without any reduction and, to the extent of any Applied Amounts resulting from mandatory repayments made pursuant to subsections 2.4B(iii)(a) and/or (b) from and after the Fourth Amendment Effective Date that do not result in a permanent reduction of the Revolving Credit Loan Commitments, the amount of commitments available under the General Incremental Facility shall be reduced by such Applied Amounts); , and, fourth, to prepay outstanding reimbursement obligations with respect to Letters the extent of Credit (without any reduction to remaining portion of the Revolving Credit Commitments); and fifthApplied Amount, to Cash Collateralize all Letters of Credit in accordance with Section 2.4(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided in the definition thereof and, if applicable, Section 2.26Borrower.

Application of Mandatory Prepayments by Type of Loans. Subject to Section 2.15(d), any Any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(a) through 2.14(esubsections 2.4B(iii)(a)-(e) shall be applied: first, applied first to prepay the Term Loans, the Extended Term Loans, the Other Term Loans AXELs and the Incremental Additional Term Loans on a pro rata basis (unless any Lenders under any such Extended based upon the then outstanding principal amount of AXELs and Additional Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis) in the direct order of maturity to the next eight scheduled Installments full extent thereof, second, to the extent of principal any remaining portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, and thereafter, on a pro rata basis to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans, respectively; secondApplied Amount, to prepay the Swing Line Loans to the full extent thereof (without any reduction and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the Revolving Credit Commitments); thirdextent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof (without any reduction and to further permanently reduce the Revolving Credit Commitments); Loan Commitments by the amount of such prepayment, and fourth, to prepay outstanding reimbursement obligations with respect the extent of any remaining portion of the Applied Amount, to Letters of Credit (without any reduction further permanently reduce the Revolving Loan Commitments to the full extent thereof. Any amount required to be applied as a mandatory prepayment of Revolving Credit Commitments); and fifth, Loans and/or Swing Line Loans pursuant to Cash Collateralize all Letters of Credit in accordance with Section 2.4(hsubsection 2.4B(iii)(h) (without any reduction to the Revolving Credit Commitments). Notwithstanding anything to the contrary set forth above in this Section 2.15(b), the net cash proceeds from the incurrence of any Credit Agreement Refinancing Indebtedness shall be applied as provided first to prepay outstanding Swing Line Loans and second to prepay outstanding Revolving Loans, in the definition thereof and, if applicable, Section 2.26each case in an amount necessary to cause a Clean-Down Period to commence.