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

Application of Mandatory Prepayments by Type of Loans. Any amounts required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(e) shall be applied first, to prepay the Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Application of Mandatory Prepayments by Type of Loans. Any amounts ----------------------------------------------------- amount (the "Applied Amount") required ----------------------------------------------------- to be applied as a mandatory prepayment of (x) the Loans and/or a reduction of the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(d) shall be applied firstfirst to the ratable prepayment of the Tranche A Term Loans, to prepay ----- Tranche B Term Loans and the Tranche C Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amountthe Applied ------ Amount, to prepay the ------ Revolving prepayment of the Acquisition Term Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); providedthereof, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and secondthird, to the extent of any remaining ------ amountsportion of the Applied ----- Amount, to repay outstanding the prepayment of the Revolving Loans and to permanently reduce the Revolving Loan Commitment to the full extent thereof, or (y) the Tranche C Term Loans pursuant to subsection 6.12 shall be applied to the prepayment of the Tranche C Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from provided -------- that the sale Company may elect to offer the Lenders with Tranche B Term Loans and/or Tranche C Term Loans outstanding the opportunity to waive the right to receive the amount of such mandatory prepayment, and if any such Lender so elects, 100% of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, amount that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be would otherwise have been applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding such Lender's Tranche B Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding and/or Tranche C Term Loans, and thereafter 100% of such mandatory prepayments Loan shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory the prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving Tranche A Term Loans."

Application of Mandatory Prepayments by Type of Loans. Any amounts amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans paid pursuant to subsections 2.4B(iii)(a)-(eSections 2.14(a) shall be applied first, to prepay the Term Loans to the full extent thereof, through 2.14(d) and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (XSection 2.14(f) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay prepay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be further applied on a pro rata basis in proportion to the amounts then outstanding to repay remaining scheduled Installments of principal (iincluding the final payment at maturity) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (Z) Pari Passu Collateral from b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the sale terms of the Refinery Assetsdocumentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; then provided that the portion of such amounts Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied firstto prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to repay Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans (without ----- Loans, L/C Borrowings and any reduction in Revolving Loan Commitments) Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and second, to permanently reduce the extent of remaining amounts, to repay outstanding Term ------ Loans Revolving Commitments to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Application of Mandatory Prepayments by Type of Loans. Any Prior to the occurrence and continuance of an Event of Default, any amounts required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(d), (1) except as set forth in clause (2) below with respect to amounts constituting proceeds of certain Refinery Assets , clause (3) below with respect to amounts constituting Settlement Proceeds, and clause (4) below with respect to the first $10,000,000 of Net Asset Sale Proceeds arising from the sale of assets (other than Refinery Assets) not subject to Liens securing the Prepetition Credit Facilities as of the Petition Date, shall be applied first to repay obligations in respect of the Prepetition Credit Facilities as provided in subsection 6.8 (which repayment, if of Prepetition Revolving Loans, shall result in a reduction of the Revolving B DIP Loan Commitment equal to 100% of the amount of Prepetition Revolving Loans so repaid), except that, to the extent the amounts applicable to Prepetition Revolving Loans exceed the Prepetition Revolving Loans outstanding, the amount of such excess shall be applied to prepay the Revolving B DIP Loans to the full extent thereof (which prepayment shall result in a reduction of the Revolving B DIP Loan Commitment equal to 100% of the amount of Revolving B DIP Loans so prepaid), and second to prepay Revolving A DIP Loans to the full extent thereof (which prepayment shall not result in a reduction of Revolving A DIP Loan Commitments), (2) with respect to amounts constituting proceeds of Refinery Assets not subject to Liens securing the Prepetition Credit Facilities as of the Petition Date, shall be applied first, to prepay the Term Revolving A DIP Loans to the full extent thereof (which prepayment shall not result in a reduction of the Revolving A DIP Loan Commitments), and second to repay obligations in respect of the Prepetition Credit Facilities as provided in subsection 6.8 (which repayment, if of Prepetition Revolving Loans, shall result in a reduction of the Revolving B DIP Loan Commitment equal to 100% of the amount of Prepetition Revolving Loans so repaid), except that, to the extent the amounts applicable to Prepetition Revolving Loans exceed the Prepetition Revolving Loans outstanding, the amount of such excess shall be applied to prepay the Revolving B DIP Loans to the full extent thereof (which prepayment shall result in a reduction of the Revolving B DIP Loan Commitment equal to 100% of the amount of Revolving B DIP Loans so prepaid), (3) with respect to amounts constituting Settlement Proceeds, shall be applied to prepay first Prepetition Revolving Loans to the full extent thereof and second Revolving B DIP Loans to the full extent thereof, in each case without a reduction of the Revolving B DIP Loan Commitment, and ----- second(4) subject to clause (2) above, with respect to the extent first $10,000,000 of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral arising from the sale of assets not subject to Liens securing the Refinery Assets)Prepetition Credit Facilities as of the Petition Date consummated after the Closing Date, then (A) any such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral proceeds arising from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments Accounts or Inventory shall be applied to prepay the Revolving B DIP Loans outstanding (and the Revolving B DIP Loan Commitments shall be reduced by the amount of such proceeds, regardless whether the amount of such proceeds exceeds Revolving B DIP Loans so prepaid) and (B) as to any remaining amount, (i) 50% of such proceeds shall be applied to repay obligations in respect of the Prepetition Credit Facilities as provided in subsection 6.8 and (ii) 50% of such proceeds shall be applied to prepay Revolving B DIP Loans outstanding, without a reduction of the Revolving B DIP Loan Commitments (and, to the extent such amount exceeds the amount of Revolving B DIP Loans outstanding, any remaining amount shall be applied to prepay Revolving A DIP Loans outstanding, without a reduction in of the Revolving A Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Application of Mandatory Prepayments by Type of Loans. Any amounts Except as provided in subsection 2.4D, any amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e) shall be applied first, first to prepay the Bridge Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (without and, after prepaying all Revolving Loans, Cash collateralize any reduction outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitments); providedCommitment Amount by the amount of such prepayment, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and secondfourth, to the extent of any remaining ------ amountsportion of such amount, to repay outstanding Term Loans further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to subsection 2.4B(iii)(f) shall be applied as described in such subsection. Any amounts required to be applied as a mandatory prepayment of Loans pursuant to subsections 2.4B(iii)(a)-(esubsection 2.4B(iii)(g) and shall be applied to such Loans as Company may direct (g)-(h) provided, that, if Company provides no such direction, such amounts shall be applied first to Revolving Loans outstanding (without a reduction of the Revolving B Loans Loan Commitments), and second to the full extent Bridge Loans and the Tranche B Term Loans on a pro rata basis in accordance with the outstanding principal amounts thereof, and after prepayment ). Any mandatory reduction of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A LoansLoan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share. Any mandatory prepayments of the Tranche B Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Tranche B Term Loans set forth in subsection 2.4A(i) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Tranche B Term Loans set forth in subsection 2.4A(i).

Application of Mandatory Prepayments by Type of Loans. Any amounts Except as otherwise provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment, each prepayment of Loans pursuant to any of Section 2.11(a) through 2.11(d) shall be applied ratablyas directed by the Borrower Representative to each Class of Loans then outstanding (provided that any prepayment of Loans with proceeds of any Refinancing Indebtedness, Incremental Facility or Replacement Term Loans shall, to the extent incurred to refinance or replace Loans of any Class, be applied to the applicable Class of Loans being refinanced or replaced); and shall be further applied (i) in the case of the Initial Dollar Term Loans, as directed by the U.S. Borrower and, (ii) in the case of the Initial Euro Term Loans, as directed by the Euro Borrower and (iii) in the case of each other Class of Loans, as specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment; provided that if at the time that any such prepayment would be required ----------------------------------------------------- hereunder, the applicable Borrower is required to offer to purchase or prepay any other Indebtedness secured on a pari passu basis with the Obligations under the Credit Documents pursuant to the terms of the documentation governing such Indebtedness with such net proceeds or Consolidated Excess Cash Flow, as the case may be (such Indebtedness required to be applied offered to be so purchased or prepaid, the “Other Applicable Indebtedness”), then such Borrower may apply such net proceeds or Consolidated Excess Cash Flow, as the case may be, on a mandatory pro rata basis to the prepayment of the Loans and to the purchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such net proceeds or Consolidated Excess Cash Flow, as the case may be, allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds or Consolidated Excess Cash Flow, as the case may be, required to be allocated to the Other Applicable Indebtedness pursuant to subsections 2.4B(iii)(a)-(e) shall be applied first, to prepay the Term Loans to the full extent terms thereof, and ----- secondthe remaining amount, if any, of such net proceeds or Consolidated Excess Cash Flow, as the case may be, shall be allocated to the extent Loans in accordance with the terms hereof), and the amount of any remaining portion prepayment of such amount, the Loans that would have otherwise been required pursuant to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments)Section 2.11 shall be reduced accordingly; provided, howeverfurther, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any Net -------- ------- Asset Sale Proceedsevent within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. If the applicable Borrower fails to deliver a direction to the Administrative Agent as to the order of application of such prepayment pursuant to this Section 2.12(b), Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts prepayment shall be applied as follows: first, to repay the Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be further applied on a pro rata basis in proportion to reduce the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale scheduled remaining Installments of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment principal of the Loans and any amounts required to be applied as mandatory prepayments in directly order of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loansmaturity.

Application of Mandatory Prepayments by Type of Loans. Any amounts required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans All prepayments made pursuant to subsections 2.4B(iii)(a)-(eSection 2.13(d) shall be applied first, solely to prepay the outstanding Initial Term Loans (and any New Term Loans or Extended Term Loans to the full extent thereof, and ----- second, to provided for in the extent of any remaining applicable Joinder Agreement or Extension Amendment; provided that the Initial Term Loans receive not less than the pro rata portion of such amount, to prepay the ------ Revolving Loans prepayment unless otherwise agreed). Subject to the full extent thereof (without preceding sentence, any reduction in Revolving Loan Commitments); provided, however, that amount required to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (Xbe paid pursuant to Sections 2.14(a) Working Capital Collateral, then such amounts through 2.14(e) shall be applied as follows: first, to repay prepay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Debt with any Net Cash Proceeds or Net Insurance/Condemnation Proceeds (such Permitted First Priority Refinancing Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Debt purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, to prepay the extent of remaining ------ amounts, to repay outstanding Term Revolving Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.;

Application of Mandatory Prepayments by Type of Loans. Any amounts amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans paid pursuant to subsections 2.4B(iii)(a)-(eSections 2.14(a) shall be applied first, to prepay the Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (Xthrough 2.14(e) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving principal amounts thereof) and further applied first to the next eight scheduled principal payments in respect of the Term Loans on a pro rata basis in direct order of maturity and second on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan, in each case, for the avoidance of doubt, allocated on a pro rata basis among the applicable U.S. Loans and Foreign Loans; provided if at the time any amount is required to be paid pursuant to Section 2.14(a) or (without b), any reduction Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Cash Proceeds specified therein (such Permitted Pari Passu Secured Refinancing Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then such Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in ----- Revolving Loan Commitmentsaccordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and second, to the extent of remaining ------ amounts, to repay outstanding Term Revolving Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Application of Mandatory Prepayments by Type of Loans. Any amounts Except as otherwise provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment, each prepayment of Loans pursuant to any of Section 2.11(a) through 2.11(d) shall be applied ratably to each Class of Loans then outstanding (provided that any prepayment of Loans with proceeds of any Refinancing Indebtedness, Incremental Facility or Replacement Term Loans shall, to the extent incurred to refinance or replace Loans of any Class, be applied to the applicable Class of Loans being refinanced or replaced); and shall be further applied (i) in the case of the Initial Term Loans, as directed by Borrower and (ii) in the case of each other Class of Loans, as specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment; provided that if at the time that any such prepayment would be required ----------------------------------------------------- hereunder, Borrower is required to offer to purchase or prepay any other Indebtedness secured on a pari passu basis with the Obligations under the Credit Documents pursuant to the terms of the documentation governing such Indebtedness with such net proceeds or Consolidated Excess Cash Flow, as the case may be (such Indebtedness required to be applied offered to be so purchased or prepaid, the “Other Applicable Indebtedness”), then Borrower may apply such net proceeds or Consolidated Excess Cash Flow, as the case may be, on a mandatory pro rata basis to the prepayment of the Loans and to the purchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such net proceeds or Consolidated Excess Cash Flow, as the case may be, allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds or Consolidated Excess Cash Flow, as the case may be, required to be allocated to the Other Applicable Indebtedness pursuant to subsections 2.4B(iii)(a)-(e) shall be applied first, to prepay the Term Loans to the full extent terms thereof, and ----- secondthe remaining amount, if any, of such net proceeds or Consolidated Excess Cash Flow, as the case may be, shall be allocated to the extent Loans in accordance with the terms hereof), and the amount of any remaining portion prepayment of such amount, the Loans that would have otherwise been required pursuant to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments)Section 2.11 shall be reduced accordingly; provided, howeverfurther, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any Net -------- ------- Asset Sale Proceedsevent within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. If the Borrower fails to deliver a direction to the Administrative Agent as to the order of application of such prepayment pursuant to this Section 2.12(b), Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts prepayment shall be applied as follows: first, to repay the Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be further applied on a pro rata basis in proportion to reduce the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale scheduled remaining Installments of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment principal of the Loans and any amounts required to be applied as mandatory prepayments in directly order of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loansmaturity.

Application of Mandatory Prepayments by Type of Loans. Any amounts Subject to subsections 2.3C and 2.3D, any amount (the "Applied Amount") required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(esubsection 2.4B(iii)(a) - (e) shall be applied: (1) in the case of the first $200,000,000 of any Applied Amount applied firsthereunder after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans and Tranche B Term Loans pro rata based on the outstanding principal amounts thereof (with application to the respective remaining installments thereof on a pro rata basis); and (2) in the case of any Applied Amount in excess of $200,000,000 applied hereunder (exclusive of amounts used to repurchase accounts receivable or reduce availability under the Receivables Purchase Agreement pursuant to subsection 2.4B(iii)(g)) after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans (and to permanently reduce the Revolving Loan Commitments by the amount of such Revolving Loan prepayment) pro rata based on the outstanding principal amounts of the Term Loans and the Revolving Credit Commitments (amounts applied to the Tranche A Term Loans and Tranche B Term Loans to be applied to the full extent thereofrespective remaining installments thereof on a pro rata basis); provided that with respect to a mandatory prepayment of the Loans pursuant to subsection 2.4B(iii)(b) as a result of the incurrence of Indebtedness under the Tack-on Notes, such Applied Amount shall be applied: first to prepay the Short-Term Loan and ----- second, to the extent of any remaining portion of such amountthe Applied Amount, to prepay the ------ Revolving Tranche A Term Loans and Tranche B Term Loans pro rata, with such prepayment to be applied to the full extent respective remaining installments thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) basis; and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, provided however, that so long as any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Tranche A Term Loans and 50% are outstanding, each Lender of Tranche B Term Loans shall have the right to repay outstanding Revolving Loans (without refuse all or any reduction in Revolving Loan Commitments) until payment in full portion of the outstanding Term Loansany Applied Amount allocable to it under this Subsection 2.4C(ii), and thereafter 100% of such mandatory prepayments the amount so refused shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments)the Tranche A Term Loans. Any amounts required Notwithstanding the foregoing or anything herein to be applied as a mandatory prepayment the contrary, no portion of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment proceeds of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.Indebtedness permitted under

Application of Mandatory Prepayments by Type of Loans. Any amounts amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans paid pursuant to subsections 2.4B(iii)(a)-(eSections 2.14(a) shall be applied first, to prepay the Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (Xthrough 2.14(e) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and second, further applied first to the extent next eight scheduled Installments of remaining ------ amounts, to repay outstanding principal in respect of the Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion direct order of maturity and second on a pro rata basis to the amounts then outstanding remaining scheduled Installments of principal of each tranche of Term Loan; provided, if at the time any amount is required to repay (ibe paid pursuant to Section 2.14(a) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) b), any Borrower is required to offer to repurchase Permitted Pari Passu Collateral from Secured Refinancing Debt or Senior Secured Notes pursuant to the sale terms of the Refinery Assets; documentation governing such Indebtedness with any Net Cash Proceeds specified therein (such Permitted Pari Passu Secured Refinancing Debt or Senior Secured Notes required to be offered to be so repurchased, “Other Applicable Indebtedness”), then such amounts Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be applied first, allocated to repay outstanding Revolving the Term Loans (without ----- any reduction in Revolving Loan Commitmentsaccordance with the terms hereof) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full the repurchase of the outstanding Term LoansOther Applicable Indebtedness, and thereafter 100% the amount of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Term Loans that would have otherwise been required pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.to

Application of Mandatory Prepayments by Type of Loans. Any amounts required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans All prepayments made pursuant to subsections 2.4B(iii)(a)-(eSection 2.13(d) shall be applied first, solely to prepay the outstanding Initial Term Loans (and any New Term Loans or Extended Term Loans to the full extent thereof, and ----- second, to provided for in the extent of any remaining applicable Joinder Agreement or Extension Amendment; provided that the Initial Term Loans receive not less than the pro rata portion of such amount, to prepay prepayment unless otherwise agreed by the ------ Revolving Loans Borrower and the applicable holders of Initial Term Loans). Subject to the full extent thereof (without preceding sentence, any reduction in Revolving Loan Commitments); provided, however, that amount required to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (Xbe paid pursuant to Sections 2.14(a) Working Capital Collateral, then such amounts through 2.14(e) shall be applied as follows: first, to repay prepay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitmentsprincipal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Debt with any Net Cash Proceeds or Net Insurance/Condemnation Proceeds (such Permitted First Priority Refinancing Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Debt purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, to prepay the extent of remaining ------ amounts, to repay outstanding Term Revolving Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.;

Application of Mandatory Prepayments by Type of Loans. Any amounts amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans paid pursuant to subsections 2.4B(iii)(a)-(eSections 2.15(a) shall be applied first, to prepay the Term Loans to the full extent thereof, through 2.15(d) and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (XSection 2.15(f) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and second, to the extent of remaining ------ amounts, to repay outstanding prepay Term Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be and further applied on a pro rata basis in proportion to the amounts then outstanding to repay remaining scheduled Installments of principal (iincluding the final payment at maturity) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.15(a) or (Z) Pari Passu Collateral from b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the sale terms of the Refinery Assetsdocumentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; then provided that the portion of such amounts Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.15(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied firstto prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to repay Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans (without ----- Loans, L/C Borrowings and any reduction in Revolving Loan Commitments) Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and second, to permanently reduce the extent of remaining amounts, to repay outstanding Term ------ Loans Revolving Commitments to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Application of Mandatory Prepayments by Type of Loans. Any amounts amount required ----------------------------------------------------- to be applied as a mandatory prepayment of the Loans paid pursuant to subsections 2.4B(iii)(a)-(eSections 2.14(a) shall be applied first, to prepay the Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (Xthrough 2.14(e) Working Capital Collateral, then such amounts shall be applied as follows: first, to repay Term Loans on a pro rata basis (in accordance with the respective outstanding Revolving principal amounts thereof) and further applied first to the next eight scheduled principal payments in respect of the Term Loans on a pro rata basis in direct order of maturity and second on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan; provided, if at the time any amount is required to be paid pursuant to Section 2.14(a) or (without b), any reduction Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Cash Proceeds specified therein (such Permitted Pari Passu Secured Refinancing Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then such Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in ----- Revolving Loan Commitmentsaccordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and second, to the extent of remaining ------ amounts, to repay outstanding Term Revolving Loans to the full extent thereof; (Y) Pari Passu Collateral (other than Pari Passu Collateral from the sale of the Refinery Assets), then such amounts shall be applied on a pro rata basis in proportion to the amounts then outstanding to repay (i) outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; or (Z) Pari Passu Collateral from the sale of the Refinery Assets; then such amounts shall be applied first, to repay outstanding Revolving Loans (without ----- any reduction in Revolving Loan Commitments) to the full extent thereof and second, to the extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.