Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv2.8(b)(ii) or through (v), first (1) first, pro rata to the remaining Term Loan amortization payments set forth in Section 2.3(b) and the remaining Additional Loan amortization payments or scheduled principal payments; provided, however, promptly upon receipt of notice of such prepayment, one or more holders of the Term Loan or the Additional Loans may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (v), in which case such declined payments shall be allocated pro rata among the Term Loan and the Incremental Additional Loans held by Lenders accepting such prepayments until the Term Loan and the Additional Loans of such Lenders are paid in full, with any remaining amount of such prepayment applied in accordance with clauses (ratably to the remaining amortization payments thereofB)(2), without the application of any prepayment penalty or premium(3) and (4) below, (2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations if any Default or Event of Default shall then exist; provided that if a Default or an Event of Default shall then exist, any cash collateral remaining in such cash collateral account at the time such Default or Event of Default is cured or waived shall be applied as provided in clauses (B)(1) and (B)(2) above (with any remaining amount paid over to the Parent Borrower). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct the order of Interest Period maturitiesmaturities as the Parent Borrower may elect. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)Section 2.8(b)(ii) through (v) other than in connection with the Borrower Senior Unsecured PIK Notes, (iii), (iv1) or (v), first pro rata to the Tranche A Term Loan and the Incremental Tranche B Term Loan (ratably to the remaining amortization payments principal installments thereof), without the application of any prepayment penalty or premium, ; and (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivafter all Revolving Loans have been repaid) shall be made without to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed Amount and, in the case of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(v)Section 2.8(b)(iii) in connection with the Borrower Senior Unsecured PIK Notes, shall be made (1) first, $10,000,000 to Revolving Loans (with a simultaneous corresponding no reduction in the Revolving Committed Amount) and (2) second, $5,000,000 pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.Section

Application of Mandatory Prepayments. All amounts Subject to Section 2.15(h), any amount required to be paid pursuant to this Section 2.7 Sections 2.13(a) through 2.13(c) shall be applied as follows: (A) first, to prepay the Term Loans to the full extent thereof; second, to prepay the Swing Line Loans to the full extent thereof; third, to prepay the Revolving Loans and pay any outstanding reimbursement obligations with respect to all amounts prepaid pursuant to Section 2.7(b)(i)Letters of Credit, first in each case to the outstanding Swingline Loansfull extent thereof, second to on a pro rata basis (in accordance with the outstanding principal amount of the Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) amount of outstanding reimbursement obligations with respect to all amounts prepaid pursuant Letters of Credit); and fourth, to Sections 2.7(b)(ii)cash collateralize, (iii)on a pro rata basis, (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application outstanding Letters of any prepayment penalty or premium, second to the Swingline Loans Credit (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters Commitments); provided, that (except with respect to Net Asset Sale Proceeds in connection with a transaction permitted pursuant to (x) Section 6.8(c) in respect of Non-Core Assets described in clause (vi) of the applications definition thereof, (y) Section 6.8(d) or (z) Section 6.8(f), which, in each case, shall be applied to the repayment of the Obligations as set forth above, above in this Section 2.14(b)) all or a portion of the prepayments of Loans denominated in Dollars shall pursuant to Section 2.13(a) otherwise required to be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments applied under this Section 2.7 2.14(b) prior to February 1, 2008, in Borrower’s sole discretion, may be retained or utilized by the Credit Parties in accordance with Section 2.6; provided, further, notwithstanding the foregoing proviso, on February 1, 2008 the full amount of such proceeds (not previously applied in accordance with this Section 2.14(b)) shall be subject to applied in accordance with this Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty2.14(b).

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be paid pursuant to applied in accordance with this Section 2.7 clause (b) shall be applied as followsapplied: (Ai) with respect to all amounts prepaid pursuant to Section 2.7(b)(iin the case of Sections 2.8(a), first 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining installments of the Term Loans until paid in full, second, to repay the outstanding Swingline Loans, second to principal balance of the outstanding Revolving Loans and third Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to Cash Collateralize provide cash collateral for the LOC L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (Bii) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i2.8(d), (ii)first, (iii) and (iv) shall be made without a simultaneous corresponding reduction to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with Loans without a simultaneous corresponding permanent reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated Credit Commitments until paid in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans full and third, to LIBOR Rate Loans provide cash collateral for the L/C Obligations to the extent and in direct order of Interest Period maturitiesthe manner provided in Section 9.3. All prepayments under pursuant to this Section 2.7 2.12(b) that are to be applied to the Term Loans shall be subject to Section 2.15 applied pro rata between the Initial Term Loans, the First Amendment Incremental Term Loans, the Second Amendment Incremental Term Loans and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.Delayed-Draw Term Loans. (c)

Application of Mandatory Prepayments. All amounts Subject to the provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2, any payment made by the Borrower to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be paid pursuant to applied in accordance with this Section 2.7 clause (b) shall be applied as followsapplied: (Ai) with respect to all amounts prepaid pursuant to Section 2.7(b)(iin the case of Sections 2.8(a), first 2.8(b) and 2.8(c), first, to repay the next eight remaining installments of the Term Loans in forward order of maturity and thereafter to repay ratably the remaining principal balance of the Term Loans until paid in full, second, to repay the outstanding Swingline Loans, second to principal balance of the outstanding Revolving Loans and third Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to Cash Collateralize provide cash collateral for the LOC L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any excess shall be retained by the Borrower; and (Bii) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i2.8(d), (ii)first, (iii) and (iv) shall be made without a simultaneous corresponding reduction to the repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with Loans without a simultaneous corresponding permanent reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated Credit Commitments until paid in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans full and third, to LIBOR Rate Loans provide cash collateral for the L/C Obligations to the extent and in direct order of Interest Period maturitiesthe manner provided in Section 9.3. All prepayments under pursuant to this Section 2.7 2.12(b) that are to be applied to the Term Loans shall be subject to Section 2.15 applied pro rata between the Initial Term Loans and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.Delayed-Draw Term Loans (if any). (c)

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(iSections 2.8(b)(i) and (iv), first (1) first, to the outstanding Swingline Loans, second (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid), to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii2.8(b)(ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(vv), shall be made (1) first, to the outstanding Swingline Loans (with a simultaneous corresponding permanent reduction in the Revolving Committed Amount), (2) second, to the outstanding Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third Swingline Loans (without any reduction in the Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of any Incremental Term Loan and Loan, as set forth in the applicable Incremental Term Loan (Agreement), second, ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to LOC Borrowings and the Swingline Loans (without a simultaneous corresponding any reduction of in the Swingline Committed Amount) ), and third ratably third, to the Revolving Loans; provided that such prepayment of outstanding Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans subject to Section 3.3(b)(vii) in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(iSections 2.8(b)(i), first (1) first, to the outstanding Swingline Loans, second (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid), to Cash Collateralize the a cash collateral account in respect of LOC Obligations Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii), (iii), (iv) or and (v), first to the Term Loan and the Incremental Term Loan (ratably 1) first, to the remaining Term Loan amortization payments thereof)set forth in Section 2.2(b) on pro rata basis, without the application of any prepayment penalty or premium(2) second, second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding permanent reduction in the Revolving Committed Amount), (3) third, to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentages, as applicable. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment2.17, but otherwise without premium or penalty; provided that any mandatory prepayment of the outstanding Term Loan made pursuant to Section 2.7(b)(ii) or Section 2.7(b)(iii)(A) (x) during the first year following the Closing Date shall be made at 101% of par, and (y) thereafter shall be made at par.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), first first, ratably to the outstanding Swingline L/C Borrowings CHAR1\1812724v7 and the Swing Line Loans, second second, to the outstanding Revolving Loans and third A Loans, and, third, to Cash Collateralize the LOC Obligations and remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.05(b)(i)(B), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the outstanding Revolving B Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivC) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of with respect to all amounts prepaid pursuant to Sections 2.7(b)(vSection 2.05(b)(ii) or (iii), shall be made with ratably to the Term Loans (in each case to the remaining principal amortization payments thereof as directed by the applicable Borrower); provided, that any Incremental Term Loan or Specified Refinancing Term Loan may participate in such mandatory prepayments pursuant to Section 2.05(b)(ii) and 2.05(b)(iii) on a simultaneous corresponding reduction in the Revolving Committed Amountpro rata or less than pro rata basis. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be appliedapplied first ratably to Base Rate Loans and Canadian Prime Rate Loans and, first, then to Alternate Base EurocurrencyAlternative Currency Daily Rate Loans, second, then to LIBOR Market Index Rate Loans and third, lastly to LIBOR Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.9(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.9(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third SFG Revolving Loans and (after all Revolving Loans and SFG Revolving Loans have been repaid) to Cash Collateralize a cash collateral account (held by the Administrative Agent for the ratable benefit of the Lenders) in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), 2.9(b)(ii) and (iii), (iv1) or (v), first pro rata to the Term Loan and the Incremental Term Loan A Loans (ratably to the remaining amortization payments principal installments thereof), without unless the application of any prepayment penalty or premiumasset was owned by the Subsidiary Borrower, second in which case, pro rata to the Swingline SFG Term Loans, (2) second pro rata to the SFG Term Loans and (without a simultaneous corresponding reduction of the Swingline Committed Amount3) and third ratably pro rata to the Revolving Loans; provided that such prepayment of Loans and SFG Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivafter all Revolving Loans and SFG Revolving Loans have been repaid) shall be made without to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountLOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.9(b) shall be subject to Section 2.15 2.19 and be accompanied by interest on the principal amount prepaid through to the date of prepayment, but otherwise without premium or penalty. Amounts prepaid on Swingline Loans and Revolving Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first (1) first, to the outstanding Swingline Loans, second (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid), to Cash Collateralize the a cash collateral account in respect of LOC Obligations Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or through (v), first to the Term Loan and the Incremental Term Loan (ratably 1) first, to the remaining Term Loan amortization payments thereof)set forth in Section 2.2(b) on a pro rata basis, without the application of any prepayment penalty or premium, (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount), (3) third, to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount) and (4) fourth (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by include interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.6(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.6(b)(i), first (1) first, to the outstanding Swingline LoansLoans and (2) second, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.6(b)(ii) through (iv), (iii)1) first, (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans, (2) second, to the Revolving Loans (without with a simultaneous corresponding reduction in the Aggregate Revolving Committed Amount; provided, however, with respect to subsection (ii) above, only that portion of Asset Dispositions which exceeds five percent (5%) of Consolidated Total Assets in any twelve month period shall result in a corresponding reduction of the Swingline Aggregate Revolving Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of (3) third, (after all Revolving Loans in the case of Section 2.7(b)(ihave been repaid), (ii), (iii) and (iv) shall be made without to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountLOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage. All prepayments under this Section 2.7 2.6(b) shall be subject to Section 2.15 2.16 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b)(ii) through (v) shall be applied as follows: (Aa) with respect first, ratably to all amounts prepaid pursuant to the Term Loan A and the Term Loan B (on a pro rata basis across the remaining amortization payments set forth in Section 2.7(b)(i2.4(c) and Section 2.5(c) respectively), first (b) second, subject to the outstanding Swingline Loansterms of Section 2.21, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Commitments or the Revolving Committed Amount); provided that, so long as there are amounts outstanding under the Term Loan A or the Revolving Loans, any Term Loan B Lender may decline to accept any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed (1) first, to repay the portion of the Term Loan B held by the accepting Term Loan B Lenders, (2) second, to repay amounts outstanding under the Term Loan A, and (3) third, subject to the terms of Section 2.21, to repay amounts outstanding under the Revolving Loans (without a corresponding reduction in the Revolving Commitments or the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share of any such prepayment based on its applicable Commitment Percentage. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts (i) Except as provided in Section 2.08, 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 2.05(b)(ii)-(vii) -------------------------- shall be applied first to prepay the Tranche B Term Loans to the full ----- extent thereof, second, to prepay any outstanding L/C Advances to the ------ full extent thereof, third, 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 Commitments by the amount of such prepayment, fourth, to the extent of any remaining portion of ------ such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and fifth, to the extent of any remaining ----- portion of such amount, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; provided that any amount remaining after application in -------- accordance with the foregoing provisions of this sentence may be retained by the Borrower for use in the ordinary course of its business; provided, however, that the Revolving Loan Commitments shall not be -------- ------- reduced, except by application of mandatory prepayments pursuant to Section 2.05(b)(ii) or (iv), to less than $250,000,000. Any mandatory ------------------- ---- reduction of Revolving Loan Commitments pursuant to this Section 2.7 shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv------- 2.05(c)(i) shall be made without a simultaneous corresponding reduction of the in proportion to each Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penaltyLender's Pro Rata ---------- Share.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b)(i) and (ii) shall be applied as follows: FIRST to Revolving Loans, SECOND to Swingline Loans and THIRD (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Section 3.3(b)(iii) shall be applied pro rata to (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations Senior Notes and (B) with to the Loans and LOC Obligations as follows: FIRST to Revolving Loans, SECOND to Swingline Loans and THIRD (after all Revolving Loans and Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations; PROVIDED, HOWEVER, each of the Noteholders shall have a right to all amounts prepaid decline to accept a mandatory prepayment pursuant to Sections 2.7(b)(ii), (iii), (ivSection 3.3(b)(iii) or (v), first to in accordance with the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction terms of the Swingline Committed Amount) Note Purchase and third ratably to Guarantee Agreement, in which case such declined prepayment shall be allocated and offered pro rata among the Revolving Loans; provided Noteholders that accept such prepayment of Revolving Loans in the case of Section 2.7(b)(i)or, (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction if none of the Revolving Committed Amount andNoteholders accept such re-allocated prepayment, then pro rata among the Lenders in accordance with the case foregoing terms of all amounts prepaid pursuant to Sections 2.7(b)(vthis Section 3.3(b)(iv), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications (to Loans) set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments of Loans and LOC Obligations under this Section 2.7 3.3(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty3.12.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.2(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.2(b)(i), first to the outstanding Swingline Swing Loans, second to the outstanding and then Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize a cash collateral account held by the LOC Obligations Agent in respect of Letter of Credit Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), Section 2.2(b)(ii) and (iii), (iv) or (v), first to the Revolving Loans or Term Loan and Loans as directed by the Incremental Term Loan (ratably Borrower at the time of such prepayment. All prepayments made hereunder against the Revolving Loans shall not result in a permanent reduction in the Revolving Credit Commitments; provided, that in the case of a mandatory prepayment pursuant to Section 2.2(b)(ii) if the remaining amortization payments thereof), without Borrower elects to apply the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably proceeds to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall there will be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding permanent reduction in the Revolving Committed AmountCredit Commitments; provided, that such permanent reductions in Revolving Credit Commitments shall not exceed $25,000,000 (it being understood that any payments of Revolving Loans or Term Loans with proceeds of an issuance of Capital Stock in excess of the amount required pursuant to Section 2.2(b)(ii) shall be deemed to be a voluntary prepayment). Within the parameters of the applications set forth aboveabove for Loans, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.2(b) shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty4.10.

Application of Mandatory Prepayments. All So long as no Event of Default has occurred and is continuing, amounts required to be paid pursuant to this Section 2.7 under the preceding subsections (d)(i) and (d)(ii) shall be applied as follows: (A1) first, to repay in full the existing “6.75% Senior Notes due 2021” issued by the Borrower, in the original principal amount of $300,000,000 with a stated maturity date of December 15, 2021 (the “6.75% Senior Notes”) (provided, however, that Borrower may elect to deposit such repayment amount in a cash collateral account pledged to the Collateral Agent as collateral for the Pari Passu Guaranteed Obligations pursuant to documentation in form and substance satisfactory to the Administrative Agent (an “Approved Cash Collateral Account”) until such time as the Make-Whole Amount (as defined in the Supplemental Indenture) with respect to all such repayment of the 6.75% Senior Notes shall be zero, at which time the Administrative Agent shall direct the Collateral Agent to make such amounts prepaid pursuant available to Section 2.7(b)(i), first to repay in full the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii6.75% Senior Notes), (iii), (iv2) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate repay the outstanding principal amount of Loans on a pro rata basis in accordance with Section 3.2, and then all other outstanding Obligations, in each case, to the full extent thereof, and (3) third, after all Obligations have been repaid in full, to LIBOR Rate Loans be applied in direct order accordance with Section 2.7(b)(v)(B) of Interest the Existing Credit Agreement (without duplication); provided, however, that if any Default or Event of Default, other than as a result of the Borrower’s failure to satisfy the Amendment Period maturities. All prepayments under this Section 2.7 Incurrence Conditions, shall be exist, then, subject to the provisions of the Intercreditor Agreement, the Administrative Agent may, in its sole and absolute discretion, direct the Collateral Agent to apply the amount of such cash collateral to repay the Obligations in the order and manner provided in Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty10.5.

Application of Mandatory Prepayments. All amounts required Subject to be paid Section 9.03: (i) Each prepayment of Loans pursuant to this the provisions of Section 2.7 2.06(b) (other than prepayments from any Disposition of assets of the type included in the Borrowing Base) shall be applied to the Revolving Credit Facility in the manner set forth in clause (ii) below. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage. Notwithstanding the foregoing, any prepayment hereunder arising from a Disposition of assets of the type then included in the Borrowing Base shall be applied to repay Revolving Credit Facility in accordance with clause (ii) below. (ii) Except as follows: (A) with respect to all amounts prepaid otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to Section 2.7(b)(i2.06(b), first first, shall be applied ratably to the outstanding Swingline Letter of Credit Borrowings and the Swing Line Loans, second second, shall be applied ratably to the outstanding Revolving Loans and third Credit Loans, third, unless either waived by the Administrative Agent or neither any Default arising under Section 9.01(a), (b)(with respect to a breach of Section 7.01, 7.02 or 8.12), (f) or (p) nor any Event of Default shall be continuing, shall be used to Cash Collateralize the LOC remaining Letter of Credit Obligations in the Minimum Collateral Amount and, fourth, the amount remaining, if any, after the prepayment in full of all outstanding Obligations (other than Credit Product Obligations) and the Cash Collateralization of the remaining Letter of Credit Obligations in the Minimum Collateral Amount (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiunless either waived by the Administrative Agent or neither any Default arising under Section 9.01(a), (iiib)(with respect to a breach of Section 7.01, 7.02 or 8.12), (ivf) or (vp) nor any Event of Default shall be continuing), first to may be retained by the Term Loan and Borrowers for use in the Incremental Term Loan (ratably to ordinary course of Borrowers’ business. Upon the remaining amortization payments thereof), without the application drawing of any prepayment penalty or premiumLetter of Credit that has been Cash Collateralized, second to the Swingline Loans funds held as Cash Collateral shall be applied (without a simultaneous corresponding reduction any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of the Swingline Committed Amount) and third ratably to Credit Issuer or the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i)Credit Lenders, (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amountas applicable. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.2.07

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first pro rata to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize the cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B) to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Term Loan (iiito the remaining Principal Amortization 111 Payments in inverse order of maturities thereof), and after the Term Loan is paid in full to the Revolving Loans and Swing Line Loans (with, if an Event of Default has occurred, a corresponding reduction in the Revolving Committed Amount) and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments Principal Amortization Payments in inverse order of maturities thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required Subject to be paid the next sentence, each mandatory prepayment of Loans pursuant to this Section 2.7 shall be applied as follows: (A2.5(a) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loansthe Term Loans held by all Term Lenders in accordance with their Pro Rata Shares (allocated as directed by the Borrower in its sole discretion and, secondabsent such direction, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans the scheduled amortization payments in direct order of Interest Period maturitiesmaturity and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby), second, any excess after the application of such proceeds in accordance with clause first above may be retained by the Borrower. All prepayments under Each prepayment pursuant to this Section 2.7 2.5(a) shall be subject applied ratably to the Loans then outstanding, irrespective of whether such outstanding Loans are Base Rate Advances or Term SOFR Advances; provided that if no Lenders decline a given mandatory prepayment of the Loans as described in clause (vii) below, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are Base Rate Advances to the full extent thereof before application to Loans that are Term SOFR Advances in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Article III.. Any prepayment of a Loan pursuant to this Section 2.15 and 2.5(a) shall be accompanied by all accrued interest and fees on the principal amount prepaid through the date of prepaymentprepaid, but otherwise without premium or penaltyany amounts required pursuant to Section 2.5(c), together with any additional amounts required pursuant to Article III.

Application of Mandatory Prepayments. All amounts required to be paid Each prepayment pursuant to this Section 2.7 2.4(c)(i), (c)(ii), (c)(iii) or (c)(iv) above shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)so long as no Event of Default shall have occurred and be continuing, first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loansthe outstanding principal amount of the Term Loan until paid in full, second, to LIBOR Market Index Rate Loans the outstanding principal amount of the Advances (without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and third, to LIBOR Rate Loans cash collateralize the Letters of Credit in direct an amount equal to 105% of the then extant Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Event of Default shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(i). Until $1,500,000 of prepayments in the aggregate shall have been made pursuant to Section 2.4(c)(v) above, each prepayment pursuant to Section 2.4(c)(v) above shall (A) so long as no Event of Default shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Term Loan until paid in full, second, to the outstanding principal amount of the Advances (without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and third, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Event of Default shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(i). After $1,500,000 of prepayment pursuant to Section 2.4(c)(v) above shall have been applied in accordance with the immediately preceding sentence, the remaining amount of each prepayment pursuant to Section 2.4(c)(v) above shall (A) A) so long as no Event of Default shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Advances (without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and third to the outstanding principal amount of the Term Loan until paid in full, and (B) if an Event of Default shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(i). Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan in the inverse order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 maturity (for the avoidance of doubt, any amount that is due and be accompanied by interest payable on the principal amount prepaid through the date of prepayment, but otherwise without premium or penaltyMaturity Date shall constitute an installment).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(iSections 2.7(b)(ii) through (iv), first (1) first, to the outstanding Swingline LoansTerm Loan (on a pro rata basis across the remaining amortization payments set forth in Section 2.2(b), and (2) second to the outstanding Euro Revolving Loans and third to Cash Collateralize (with a corresponding permanent reduction in the LOC Obligations Euro Revolving Committed Amount), and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.7(b)(v), with respect to each Excess Cash Flow prepayment for the twelve-month period ended June 30, 2009, and each Excess Cash Flow prepayment to be made thereafter (iii)w) first, 50% of such amount to be applied to the amortization payment due hereunder pursuant to Section 2.2(b) December 31, 2009, (ivx) or (v)second, first 50% of such amount to the Term Loan and the Incremental Term Loan (ratably be applied to the remaining amortization payments thereof)due hereunder pursuant to Section 2.2(b) thereafter on a pro rata basis until the Term Loan is paid in full, without the application of any prepayment penalty or premiumand (y) third, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the outstanding Euro Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share of any such prepayment based on its Euro Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required ------------------------------------ to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or iv)(A), (v), (vi), (vii) and (viii), (1) first pro rata to the Term Loan and the Incremental Term Loan ----- --- ---- Loans (ratably to the remaining amortization payments principal installments thereof), without the application of any prepayment penalty or premium, ) and (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivafter all Revolving Loans have ------ been repaid) shall be made without to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed Amount and, in the case of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(vSection 2.7(b)(iv)(B), shall be made with a simultaneous corresponding reduction in pro rata to the Revolving Committed AmountTerm Loans (ratably to the --- ---- remaining principal installments thereof). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third Swingline Loans (without any reduction in the Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (viv), first ratably to all Tranche A-1 Loans and Tranche A-2 Loans, in each case ratably to Principal Amortization Payments (or, in the case of any Incremental Term Loan and Loan, as set forth in the applicable Incremental Term Loan (Agreement), second, ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to LOC Borrowings and the Swingline Loans (without a simultaneous corresponding any reduction of in the Swingline Committed Amount) ), and third ratably third, to the Revolving Loans; provided that such prepayment of outstanding Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans subject to Section 3.3(b)(vi) in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third Swingline Loans (without any reduction in the Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (Tranche B Loan, ratably to the remaining amortization payments thereof)Principal Amortization Payments, without second, ratably to the application of any prepayment penalty or premium, second to LOC Borrowings and the Swingline Loans (without a simultaneous corresponding any reduction of in the Swingline Committed Amount) ), and third ratably third, to the Revolving Loans; provided that such prepayment of outstanding Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans subject to Section 3.3(b)(vii) in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv2.8(b)(ii) or through (v), first (1) first, pro rata to the any remaining Additional Term Loan and the Incremental amortization payments or scheduled principal payments; provided, however, promptly upon receipt of notice of such prepayment, one or more holders of any Additional Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (ratably to the remaining amortization payments thereofv), without in which case such declined payments shall be allocated pro rata among the application Additional Term Loans, if any, held by Lenders accepting such prepayments until the Additional Term Loans, if any, of such Lenders are paid in full, with any remaining amount of such prepayment penalty or premiumapplied in accordance with clauses (B)(2), (3) and (4) below, (2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations if any Default or Event of Default shall then exist; provided that if a Default or an Event of Default shall then exist, any cash collateral remaining in such cash collateral account at the time such Default or Event of Default is cured or waived shall be applied as provided in clauses (B)(1) and (B)(2) above (with any remaining amount paid over to the Parent Borrower). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct the order of Interest Period maturitiesmaturities as the Parent Borrower may elect. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.16 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third then (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv2.8(b)(ii) or through (v), first (1) first, to the Term Loan and amortization payments set forth in Section 2.2(b) that are scheduled to occur in the Incremental Term Loan following 12 months in direct order of maturity, (ratably 2) second, to the remaining Term Loan amortization payments thereof)set forth in Section 2.2(b) in inverse order of maturity until paid in full and (3) third, without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), with a corresponding permanent pro rata reduction (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all other than with respect to amounts prepaid pursuant to Sections Section 2.7(b)(v), shall be made with a simultaneous corresponding reduction in ) of the Revolving Committed AmountCommitments and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All ------------------------------------ amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (vi), (iii), (iv1) or (v), first to the Term Loan Loans (pro rata between ----- the Tranche A Term Loans and the Incremental Tranche B Term Loan (ratably Loans) to the remaining amortization payments in inverse order of maturity; provided, however, promptly upon notification thereof), without one or more holders of the application of any Tranche B Term Loan may decline to accept a mandatory prepayment penalty or premiumunder Section 2.8(b)(ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loans outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loans and (2) second to the Swingline ------ Revolving Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding permanent reduction in the Revolving Committed Amount) and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.05(b) shall be applied as follows: (A) with respect to all CHAR1\0000000x0 amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(A), first first, ratably to the outstanding Swingline L/C Borrowings and the Swing Line Loans, second second, to the outstanding Revolving Loans and third A Loans, and, third, to Cash Collateralize the LOC Obligations and remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 2.05(b)(i)(B), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the outstanding Revolving B Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivC) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of with respect to all amounts prepaid pursuant to Sections 2.7(b)(vSection 2.05(b)(ii) or (iii), shall be made with ratably to the Term Loans (in each case to the remaining principal amortization payments thereof as directed by the applicable Borrower); provided, that any Incremental Term Loan or Specified Refinancing Term Loan may participate in such mandatory prepayments pursuant to Section 2.05(b)(ii) and 2.05(b)(iii) on a simultaneous corresponding reduction in the Revolving Committed Amountpro rata or less than pro rata basis. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first ratably to Alternate Base Rate Loans and Canadian Prime Rate Loans, secondthen to Alternative Currency Daily Rate Loans, then ratably to LIBOR Market Index Rate Loans andto Term SOFR Loans, and third, lastly to LIBOR Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 shall 3.3(b) shall, upon receipt by Agent from Collateral Agent in accordance with the Intercreditor Agreement, be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A) or (D), first first, to the outstanding Swingline Revolving Loans, second then (after all Revolving Loans have been repaid) to the outstanding cash collateralization of the LOC Obligations, and then (after all Revolving Loans have been paid and third to Cash Collateralize the all LOC Obligations and have been fully cash collateralized) to the cash collateralization of the then-existing Derivative Exposure Reserves, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application a cash collateral account in respect of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) LOC Obligations and (ivC) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of with respect to all amounts prepaid pursuant to Sections 2.7(b)(vSection 3.3(b)(i)(C), shall be made with to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed AmountBorrower’s Aggregate Derivative Reserve Amount obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty. All prepayments made hereunder shall be made to the Collateral Agent for allocation in accordance with the Intercreditor Agreement.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this this(vi) Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the the(A) principal amount of outstanding Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and third (2) second with respect to any Letters of Credit then outstanding, to Cash Collateralize the LOC Obligations Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), ) through (iii), (ivv),(B) or (v), first ratably to the Term Loan Loans and Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (to be applied to installments in inverse order of maturity, unless otherwise directed by the Borrower); provided that the lenders under any Incremental Term Loan (ratably to the remaining amortization payments thereof)may elect, without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction as of the Swingline Committed Amount) and third ratably time of incurrence thereof, to the Revolving Loansreceive less than their pro rata share thereof; provided provided, further, that such prepayment of Revolving Loans in the case of mandatory prepayments pursuant to Section 2.7(b)(i), (ii2.7(b)(ii), (iii) and or (ivv) shall above, a ratable portion of such mandatory prepayment may be made without applied to redeem, prepay or offer to purchase any permitted first lien Indebtedness secured on a simultaneous corresponding reduction pari passu lien basis with the Term Loan Facility (collectively, “Additional First Lien Debt”), in each case if required under the terms of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amountapplicable documents governing such Additional First Lien Debt. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, Loans and then to LIBOR Market Index Rate Loans and third, to LIBOR Rate RateAdjusted Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty. Mandatory prepayments in Section 2.7(b)(ii), (iii) and (v) above shall be subject to limitations to the extent required to be made from cash at non-U.S. Restricted Subsidiaries, the repatriation of which after use of commercially reasonable efforts would result in material adverse tax consequences to the Borrower, or any of its direct or indirect Subsidiaries (as reasonably determined by the Borrower in good faith) or would be prohibited or restricted by applicable law (including repatriation of any cash).

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (iv), (iii), (iv1) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, (2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.8, but if at any time any prepayment of the Loans pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the Borrower, so long as no Event of Default shall have occurred and be continuing, may deposit the amount that otherwise without premium or penaltywould have been paid in respect of such LIBOR Rate Loans with the Administrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), (iii)to a cash collateral account in respect of LOC Obligations, (ivC) or (v), first with respect to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(vSection 3.3(b)(ii), shall be made as the Borrower may elect, and (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii), 3.3(b)(iv) and 3.3(b)(v), FIRST, to the Tranche B Term Loans (with such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a simultaneous corresponding cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section Sections 2.7(b)(i), first (1) first, to the outstanding Swingline Loans, second (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction to the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to Cash Collateralize the a cash collateral account in respect of LOC Obligations Obligations, and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii) and (iv), (iv1) or (v)first, first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding permanent reduction in the Revolving Committed Amount), (2) second, to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii2.8(b)(ii) through (iv), (iii), (iv1) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, (2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.8, but if at any time any prepayment of the Loans pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the Borrower, so long as no Event of Default shall have occurred and be continuing, may deposit the amount that otherwise without premium or penaltywould have been paid in respect of such LIBOR Rate Loans with the Administrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A) and Section 3.3(b)(vi), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (v)) , first first, to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments Principal Amortization Payments in inverse order of maturities thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably second, to the Revolving Loans; provided that such prepayment of Loans and (after all Revolving Loans have been repaid) to a cash collateral account in the case respect of Section 2.7(b)(i), LOC Obligations (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountAmount in an amount equal to all amounts applied pursuant to this clause (C)). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All (A) With respect to all amounts required prepaid pursuant to be Section 2.05(b)(i)(A), ratably to Revolving A Loans and Swing Line Loans and (after all Revolving A Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations, (B) with respect to all amounts paid pursuant to this Section 2.7 shall be applied as follows: 2.05(b)(i)(B), ratably to Revolving B Loans and Dutch Swing Line Loans, (AC) with respect to all amounts paid pursuant to Section 2.05(b)(i)(C), to Revolving A Loans denominated in Alternative Currencies and (after all Revolving A Loans denominated in Alternative Currencies have been repaid) to Cash Collateralize L/C Obligations denominated in Alternative Currencies and (D) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i)(D), first to the outstanding Swingline Revolving A Loans, second to the outstanding Revolving B Loans, Swing Line Loans and third Dutch Swing Line Loans at the Borrowers’ discretion and (after all Revolving A Loans, Revolving B Loans, Swing Line Loans and Dutch Swing Line Loans have been repaid) to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountL/C Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third Swingline Loans (without any reduction in the Revolving Committed Amount) and (after all Revolving Loans and Swingline Loans have been repaid) to Cash Collateralize the LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to Cash Collateralize the LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (viv), first ratably to all Term Loans, in each case ratably to Principal Amortization Payments (or, in the case of any Incremental Term Loan and Loan, as set forth in the applicable Incremental Term Loan (Agreement), second, ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to LOC Borrowings and the Swingline Loans (without a simultaneous corresponding any reduction of in the Swingline Committed Amount) ), and third ratably third, to the Revolving Loans; provided that such prepayment of outstanding Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding any reduction in the Revolving Committed CHAR1\1351553v8 52 Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans subject to Section 3.3(b)(vi) in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans (without any reduction in the Revolving Committed Amount) and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations and (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv), (v), or (vi) to the Tranche B Loan, ratably to the remaining Principal Amortization Payments. After the Tranche B Loan has been repaid in full, all prepayments under Section 3.3(b)(ii), (iii), (iv) or (v)) shall be applied, first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof)first, without the application of any prepayment penalty or premium, second to the Swingline Loans, second (after all Swingline Loans have been repaid), to Revolving Loans and, third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding any reduction in the Revolving Committed AmountAmount in connection with any application required pursuant to this sentence). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans subject to Section 3.3(b)(vii) in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i(i), (1) first to outstanding unreimbursed LC Disbursements that have not been funded by the Revolving Lenders, (2) second to the outstanding Swingline Loans, second (3) third ratably to the outstanding Revolving Loans and third LC Disbursements funded by Revolving Lenders and (4) fourth ratably to Cash Collateralize the LOC Obligations outstanding Letters of Credit; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii1) first to Multicurrency Revolving Loans (without a simultaneous corresponding reduction of the Multicurrency Revolving Committed Amount), (iv2) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv4) shall be made fourth ratably to Cash Collateralize outstanding Letters of Credit (without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the or Multicurrency Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied (A) first to Alternate Base Rate, (B) then to Canadian Prime Rate Loans, second, (C) then ratably to LIBOR Market Index BBR Rate Loans and third, Offshore Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 2.14 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and thirdsecond, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.05(b)(i), first first, ratably to the outstanding Swingline L/C Borrowings and the Swing Line Loans, second second, to the outstanding Revolving Loans and third Loans, and, third, to Cash Collateralize the LOC Obligations remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), Section 2.05(b)(ii) or (iii), (iv) or (v), first ratably to the Term Loan and Loans (in each case to the remaining principal amortization payments thereof as directed by the applicable Borrower); provided that (x) any Incremental Term Loan (ratably and Specified Refinancing Term Loan may participate in such mandatory prepayments pursuant to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed AmountSection 2.05(b)(ii) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii2.05(b)(iii) on a pro rata or less than pro rata basis and (ivy) shall be made without the Borrowers may apply a simultaneous ratable (or less than ratable) amount to prepay or purchase any other Indebtedness that ranks pari passu in right of payment and security with the Term Loans and that also requires a corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amountmandatory prepayment. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, secondthen to Alternative Currency Daily Rate Loans, then to LIBOR Market Index Rate Loans Term SOFR Loans, and third, lastly to LIBOR Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.05(b) shall be subject to Section 2.15 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.. (c)

Application of Mandatory Prepayments. All amounts ------------------------------------ required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or iv)(A), (v), (vi) and (viii), (1) first pro rata to the Term Loan and the Incremental Term Loan ----- --- ---- Loans (ratably to the remaining amortization payments principal installments thereof), without the application of any prepayment penalty or premium, ) and (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivafter all ------ Revolving Loans have been repaid) shall be made without to a simultaneous corresponding reduction cash collateral account in respect of the Revolving Committed Amount andLOC Obligations, in the case of and (C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(v2.7(b)(iv)(B) and (vii), shall be made with a simultaneous corresponding reduction in pro rata to the Revolving Committed AmountTerm Loans (ratably to the remaining principal --- ---- installments thereof). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required Subject to be paid the next sentence, each mandatory prepayment of Loans pursuant to this Section 2.7 shall be applied as follows: (A2.03(b) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loansthe Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated within each Class of Term Loans as directed by the Borrower in its sole discretion and, secondabsent such direction, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans the scheduled amortization payments in direct order of Interest Period maturities. All prepayments under maturity and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.7 2.03(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Incremental Commitment Amendment (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Incremental Commitment Amendment), each prepayment pursuant to this Section 2.03(b) shall be subject applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Any prepayment of a Loan pursuant to this Section 2.15 and 2.03(b) shall be accompanied by all accrued interest on the principal amount prepaid through the date of prepaymentprepaid, but otherwise without premium or penaltytogether with any additional amounts required pursuant to Section 3.05.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (iii), (iv1) or (v), first to the Term Loan and the Incremental Term Loan Additional Loans consisting of term loans, (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, 2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.16 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.7, but if at any time any prepayment of the Loans pursuant to Section 2.7 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the Borrower, so long as no Event of Default shall have occurred and be continuing, may deposit the amount that otherwise without premium or penaltywould have been paid in respect of such LIBOR Rate Loans with the Administrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline LoansLoans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to Cash Collateralize the a cash collateral account in respect of outstanding LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or through (v), first to the Term Loan and the Incremental Term Loan (ratably 1) first, pro rata to the remaining Term Loan amortization payments thereofset forth in Section 2.1A(b), without the application of any prepayment penalty or premium, (2) second to the outstanding Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountCommitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct the order of Interest Period maturitiesmaturities as the Parent Borrower may elect. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required Subject to be paid Section 9.03: (i) Each prepayment of Loans pursuant to this the provisions of Section 2.7 2.06(b) shall be applied to the Revolving Credit Facility in the manner set forth in clause (ii) below. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. For avoidance of doubt, no such prepayment of Loans (including, for avoidance of doubt, any prepayment of Net Cash Proceeds realized pursuant to the provisions of Section 2.06(b)) shall, without Borrowers’ consent, permanently reduce the Aggregate Revolving Credit Commitments. (ii) Except as follows: (A) with respect to all amounts prepaid otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to Section 2.7(b)(i2.06(b), first first, shall be applied ratably to the outstanding Swingline Letter of Credit Borrowings and the Swing Line Loans, second second, shall be applied ratably to the outstanding Revolving Loans and Credit Loans, third that are not FILO Loans, third, shall be applied ratably to the outstanding FILO Loans, fourth, shall be used to Cash Collateralize the LOC remaining Letter of Credit Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv) or (v), first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Minimum Collateral Amount and, fourthfifth, the amount remaining, if any, after the prepayment in full of all outstanding Obligations (other than Credit Product Obligations) and the Cash Collateralization of the remaining Letter of Credit Obligations in the case Minimum Collateral Amount may be retained by the Borrowers for use in the Ordinary Course of all amounts prepaid pursuant to Sections 2.7(b)(v)Business of the Borrowers. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be made with a simultaneous corresponding reduction in applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Credit Issuer or the Revolving Committed AmountCredit Lenders, as applicable. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.(d)

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i3.3(b)(i)(A), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iiSection 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (iiiC) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iv) or (v)as the Borrower may elect, first to the Term Loan and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ivD) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of with respect to all amounts prepaid pursuant to Sections 2.7(b)(v3.3(b)(iii) and 3.3(b)(iv), shall be made FIRST, to the Tranche B Term Loans (with such prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a simultaneous corresponding cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount). Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 3.3(b) shall be subject to Section 2.15 3.12, but otherwise without premium or penalty, and shall, in the case of Eurodollar Loans, be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts ------------------------------------ required to be paid pursuant to this Section 2.7 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the outstanding Swingline Loans, second to the outstanding Revolving Loans and third (after all Revolving Loans have been repaid) to Cash Collateralize the a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vi), (1) first pro rata to the Term Loans ----- --- ---- (ratably to the remaining principal installments thereof) and (2) second to the Revolving Loans and (after all Revolving Loans have been ------ repaid) to a cash collateral account in respect of LOC Obligations. One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 2.7(b)(ii), (iii), (iv), (v) or (v), first vi) to the extent there are sufficient Tranche A Term Loan Loans outstanding to be paid with such prepayment, in which case 50% of such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and the Incremental Tranche B Term Loan (ratably Loans held by Lenders accepting such prepayments and the remaining 50% of such declined payment shall be returned to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed AmountBorrower. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.7(b) shall be subject to Section 2.15 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid Prepayments received by Lender pursuant to this Section 2.7 subsection 2.8.2 shall be applied as followsin the following order of priority to the payment of: (Ai) with respect to any and all amounts prepaid sums which are due and payable pursuant to the terms of the Loan Documents, except the Principal Balance and accrued and unpaid interest thereon but specifically including fees payable in accordance with Section 2.7(b)(i), first to 11.4 and subsection 2.8.3; (ii) accrued and unpaid interest on the outstanding Swingline Loans, second to portion of the outstanding Revolving Loans and third to Cash Collateralize the LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), Principal Balance being prepaid; (iii), ) any other accrued and unpaid interest which is unpaid; (iv) or (v)prior to the Second Amendment Effective Date , first to the installments of the Principal Balance of the Term Loan A in inverse order of maturity; (v) from and after the Incremental Second Amendment Effective Date, (a) first, the installments of the Principal Balance of the Term Loan A Portion in inverse order of maturity; and (ratably to b) after the remaining amortization payments thereof)Term Loan A shall have been paid in full, without the application of any prepayment penalty or premium, second to the Swingline Loans (without a simultaneous corresponding reduction installments of the Swingline Committed Amount) and third ratably to Principal Balance of the Revolving Loans; provided that such prepayment of Revolving Loans Term Loan B in inverse order maturity. To the case of Section 2.7(b)(i)extent permitted by the foregoing sentence, (ii), (iii) and (iv) amounts prepaid shall be made without a simultaneous corresponding reduction of applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loan with the Revolving Committed Amount andshortest Interest Periods remaining. Together with each prepayment under this subsection 2.8.2, in the case of all Borrowers shall pay any amounts prepaid required pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans subsection 2.8.3 and third, to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty11.4."

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.13 shall be applied as follows: (Aa) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.13.1(a), first to the outstanding Revolving Credit Loans and (after all Revolving Credit Loans have been repaid), to Swingline Loans and (after all Swingline Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (b) with respect to all amounts prepaid pursuant to Section 2.13.1(b), to Swingline Loans, second (c) with respect to the outstanding Revolving Loans and third all amounts prepaid pursuant to Cash Collateralize the Section 2.13.1(c), to a cash collateral account in respect of LOC Obligations and Obligations, (Bd) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)2.13.2 and 2.13.4, (iii), (iv) or (v), first pro rata to the Term Loan Loans (with a corresponding reduction in the Total Commitments) and the Incremental Term Loan (ratably to the remaining amortization payments thereof), without the application of any prepayment penalty or premium, second to the Swingline 364-Day Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (ive) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of with respect to all amounts prepaid pursuant to Section 2.13.3, pro rata to the Loans and the 364-Day Loans. All prepayments made to the Loans pursuant to Sections 2.7(b)(v)2.13.2, 2.13.3 and 2.13.4 shall be made applied first to the Revolving Credit Loans until paid in full and then to the Swingline Loans and (after all Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a simultaneous corresponding reduction in the Revolving Committed AmountTotal Commitments with respect to any prepayment pursuant to Sections 2.13.2 or 2.13.4) until paid in full; provided, that, with respect to any prepayment pursuant to Section 2.13.3, so long as no Default or Event of Default exists, the Borrower shall not be required to cash collateralize the LOC Obligations outstanding as of the date of such prepayment provided that the Total Commitments as of the date of such prepayment exceed the amount of such LOC Obligations outstanding. Within the parameters of the applications application set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7 2.13 shall be subject to Section 2.15 2.11.3 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.7 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i2.8(b)(i), first (1) first, to the outstanding Swingline Revolving Loans, second (2) second, to the outstanding Revolving Swingline Loans and third (3) third, to Cash Collateralize the a cash collateral account in respect of LOC Obligations and Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii), (iv2.8(b)(ii) or through (v), first (1) first, pro rata to the Tranche A Term Loan and the Incremental Delayed Draw Term Loan (and, within each such Term Loan, shall be applied ratably to the remaining amortization payments principal installments thereof), without the application of any prepayment penalty or premium, ) and (2) second to the Swingline Revolving Loans (without with a simultaneous corresponding reduction of the Swingline Committed Amount) and third ratably to the Revolving Loans; provided that such prepayment of Revolving Loans in the case of Section 2.7(b)(i), (ii), (iii) and (iv) shall be made without a simultaneous corresponding reduction of the Revolving Committed Amount and, in the case of all amounts prepaid pursuant to Sections 2.7(b)(v), shall be made with a simultaneous corresponding reduction in the Aggregate Revolving Committed Amount. Within the parameters of the applications set forth above, prepayments of Loans denominated in Dollars shall be applied, first, applied first to Alternate Base Rate Loans, second, to LIBOR Market Index Rate Loans and third, then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage, Tranche A Term Loan Commitment Percentage or Delayed Draw Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7 2.8(b) shall be subject to Section 2.15 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.