Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. Subject to Section 5.2(f), each prepayment of Loans required by Section 5.2(a), (b) or (c) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject Any prepayments made by the Borrower pursuant to Section 5.2(f), each prepayment of Loans required by Section 5.2(a), subsection (a) or (b) or (c) of this Section shall be allocated applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders and the Issuing Bank based on their respective pro rata shares of such Loans on a fees and expenses; third, to interest and fees then due and payable hereunder, pro rata basis) to the Lenders based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect their respective pro rata shares of such Loansinterest and fees; fourth, to the payments due under Section 2.14 on principal balance of the applicable Repayment Dates and Swingline Loans, until the final repayment on same shall have been paid in full, to the applicable Maturity DateSwingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendmentfull, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such Extended Loans to the Loans date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted Lenders shall not be permanently reduced by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment any prepayments made pursuant to be applied to each Class clauses fourth through sixth above, unless an Event of Loans requesting that Default has occurred and is continuing and the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableRequired Lenders so request in writing.

Application of Mandatory Prepayments. (i) Subject to the provisions of Section 5.2(f2.13(g) (Payments and Computations), each prepayment any prepayments made by the Borrowers required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; second, at the option of the Administrative Agent in its reasonable discretion, to repay the outstanding principal balance of the Swing Loans until the Swing Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans (subject to clause (ii) below, ratably between the Primary Revolving Loans and the Multicurrency Revolving Loans) until the Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that (A) upon a Deferred Prepayment Event, the prepayments required under clauses first through fourth above shall be reduced by Section 5.2(athe Deferred Prepayment Amount in respect of such Deferred Prepayment Event and (B) on the earlier of (1) the occurrence of an Event of Default under Sections 9.1(a), (b) or (cf) shall be allocated pro rata among or, upon notice from the Initial LoansAdministrative Agent or the Requisite Lenders to the Company, any other Event of Default and (2) the Deferred Prepayment Date, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders remaining balance of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness Deferred Prepayment Amount shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableaccordance with clauses first through fourth above.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to Section 5.2(f), each prepayment of Loans 2.03(b)(ii) shall be applied pro rata to the then-outstanding Loans. All amounts required by to be paid pursuant to Section 5.2(a2.03(b)(iii), (bv) or and (cvi) shall be allocated pro rata among applied to repay the Initial LoansLoans attributable to Eligible Assets which were disposed, refinanced or which experienced a Recovery Event or Adjustment Event, as the Incremental Loans, case may be. All amounts (A) required to be paid pursuant to Section 2.03(b)(iv) and (B) in excess of amounts used to repay Loans as provided in the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness immediately preceding sentence shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loansapplied: FIRST, to the payments due payment of any Obligations (as such term is defined in the WIH Facility) of the Borrowers then outstanding under Section 2.14 on the applicable Repayment Dates WIH Facility in the priorities set forth in such WIH Facility until fully paid and discharged; SECOND, to the payment of any Obligations of the Borrowers then outstanding under this Agreement and the final repayment on other Loan Documents in the applicable Maturity Datemanner identified in Section 2.06(b) until fully paid and discharged; THIRD, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders payment of such Extended Loans any obligations of the Borrowers then outstanding under the Repurchase Agreement in the priorities set forth in the Repurchase Agreement until fully paid and discharged; and FOURTH, to the Loans payment of the Existing Classsurplus, if any, from which to whoever may be lawfully entitled to receive such Extended Loans were converted surplus. All prepayments under this Section 2.03(b) shall be subject to Section 2.11 and be accompanied by: (A) interest on the principal amount prepaid through the date of prepayment; and (iiB) if permitted to the extent required by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunderFee Letter, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableExit Fee.

Application of Mandatory Prepayments. Subject Each prepayment pursuant to Section 5.2(f), each prepayment of Loans required by Section 5.2(a2.04(c)(iii), (biv) or and (cv) shall be applied, first, to the outstanding Term Loans (and shall be allocated pro rata among to the Initial Loans, the Incremental Loans, the Extended Term Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Term Loans, if any, that such Refinancing Loans partially refinanced. With respect on a pro rata basis based upon the then outstanding principal amounts thereof) in inverse order of maturity and, second, to each such prepaymentthe outstanding Revolving Credit Loans, Swingline Loans, LC Borrowings and LC Obligations as follows: first, shall be applied to the LC Borrowings, second, shall be applied to Swingline Loans, third, shall be applied ratably to the outstanding Revolving Credit Loans, and, fourth, shall be used to Cash Collateralize the remaining LC Obligations; and, the Borrower willamount remaining, not later than if any, after the date on which prepayment in full of all LC Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such prepayments are required time and the Cash Collateralization of the remaining LC Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "Reduction Amount") may be retained by the Borrowers for use in the ordinary course of their business, and the Maximum Revolving Credit Loan Commitment shall be automatically and permanently reduced by the Reduction Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to be madeor from the Borrowers or any other Loan Party or Alon USA) to reimburse the LC Issuer or the applicable Lenders, give as applicable. After giving effect to any reduction of the Administrative Agent written notice which shall include a calculation Revolving Credit Loan Commitments, if the Letter of Credit Sublimit exceeds the amount of the Maximum Revolving Credit Loan Commitment or if the Swingline Sublimit exceeds the amount of the Maximum Revolving Credit Loan Commitment less the sum of all Letters of Credit issued, such prepayment to sublimit shall automatically be applied to each Class of Loans requesting that the Administrative Agent provide notice of reduced by such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableexcess.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each Each prepayment of Loans required by pursuant to the foregoing provisions of this Section 5.2(a), (b) or (c2.05(b) shall be allocated applied, first, on a pro rata basis among the Initial Term B Loans and (unless otherwise agreed by the applicable Lenders in respect of any Incremental Term Loans, ) each of the Incremental Loans, the Extended Loans and the Refinancing Term Loans (and allocated with each such prepayment to be applied within each trancheClass, first, to the Lenders next eight scheduled principal repayment installments thereof in direct order of such Loans maturity and, thereafter, to the remaining scheduled principal payments on a pro rata basis) based on and, second, to the applicable remaining Repayment Amounts due thereunder Revolving Credit Facility in the manner set forth in clause (provided that (ivii) any prepayment of Loans with the Net this Section 2.05(b). Proceeds of Credit Agreement any Refinancing Indebtedness Debt shall be applied solely to prepay each applicable Class of Refinanced DebtTerm Loans and/or Revolving Credit Loans so refinanced. Notwithstanding the foregoing, (A) to the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (v) shall be made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Incremental Amendment, Extension Offer or Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (iiB) with respect to any Class of Incremental Loans may specify that one Net Cash Proceeds from any Disposition or more other Classes of Loans Insurance and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunderCondemnation Event, the Borrower may allocate such prepayments in its sole discretion prepay Term Loans and prepay or purchase any Refinancing Debt that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the Loans extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Class of Loans, if any, that Term Loans and such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation Debt as of the amount time of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender applicable Disposition or Refinancing Lender, as applicableInsurance and Condemnation Event.

Application of Mandatory Prepayments. Subject to (a) Prepayments under Section 5.2(f), each prepayment of Loans required by 3.03 (other than Section 5.2(a), (b3.03(a) or (cb)) shall be allocated applied without penalty or premium (other than Breakage Costs, if any, and if so provided in Section 3.03), in the following manner: (i) first, if made (x) prior to the Acquisition Term Commitment Termination Date, pro rata among to the Initial outstanding principal amount of each of the Term A Loans and the Term B Loans to reduce the remaining Scheduled Term A Loan Principal Payments and the remaining Scheduled Term B Loan Principal Payments, in each case in inverse order of maturity, or (y) on or after the Acquisition Term Loan Commitment Termination Date, pro rata to the outstanding principal amount of each of the Term A Loans, the Incremental Loans, the Extended Term B Loans and the Refinancing Acquisition Term Loans to reduce the remaining Scheduled Term A Loan Principal Payments, the remaining Scheduled Term B Loan Principal Payments and the remaining Scheduled Acquisition Term Loan Principal Payments, in each case in inverse order of maturity, (and allocated ii) second, if made (x) prior to the Lenders Acquisition Term Loan Commitment Termination Date, to the outstanding principal amount of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder Acquisition Term Loans, (provided that any amount so prepaid shall permanently reduce the Acquisition Term Loan Commitments) or (iy) any prepayment of Loans with on or after the Net Proceeds of Credit Agreement Refinancing Indebtedness Acquisition Term Loan Commitment Termination Date, to repay Revolving Loans, and (iii) third, to repay Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to each applicable Class of Refinanced Debtrepay Revolving Loans or Acquisition Term Loans, as applicable, and (iiprepayments required by Section 3.03(b) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans solely to the scheduled installments of unpaid Repayment Amounts due in respect of such repay Revolving Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject All prepayments pursuant to ------------------------------------ Section 5.2(f), each prepayment of Loans required by Section 5.2(a), (b2.7(a) or (c2.7(b) preceding shall be allocated to the unpaid principal -------------- ------ amounts of the Term Loans A and the Term Loans B pro rata among in accordance with the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders respective unpaid principal amounts of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled then remaining installments of unpaid Repayment Amounts due in respect principal of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates Term Loans A and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (iTerm Loans B pro rata. All prepayments pursuant to Section 2.7(c) if permitted by the applicable Extension Amendmentpreceding, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any such -------------- prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are is required to be mademade prior to the Mail-Well Acquisition Loans Commitment Expiration Date, give shall be allocated to the Administrative Agent written notice which shall include a calculation unpaid principal amounts of the amount of Mail-Well Term Loans and (if and to the extent that such prepayment prepayments or any portion thereof are to be applied to each Class of the Term Loans), the Term Loans requesting that A and Term Loans B pro rata in accordance with the Administrative Agent provide notice respective unpaid principal amounts of such loans until such loans have been paid in full and then shall be allocated to the unpaid principal amount of the Mail-Well Acquisition Loans and, if such prepayment is required to each Initial Lenderbe made on or after the Mail-Well Acquisition Loans Commitment Expiration Date, Incremental Lendershall be allocated to the unpaid principal amounts of the Mail-Well Term Loans and the Mail-Well Acquisition Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Term Loans) the Term Loans A and the Term Loans B pro rata in accordance with the respective unpaid principal amounts of such loans, Extending Lender or Refinancing Lender, as applicableand shall be applied to the remaining installments of principal of such loans pro rata.

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f2.8(b)(i), each prepayment to the Revolving Loans and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of Loans required by Section 5.2(aLOC Obligations, (B) with respect to all amounts prepaid 44 pursuant to Sections 2.8(b)(ii) through (v), (b1) first, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or (c) more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans Tranche A Term Loan and the Refinancing Loans Tranche B Term Loan held by Lenders accepting such prepayments, and (and allocated 2) second, to the Lenders of such Revolving Loans on with a corresponding permanent pro rata basisreduction of the Revolving Commitments and (after all Revolving Loans have been repaid) based on to a cash collateral account in respect of LOC Obligations. Within the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment parameters of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness applications set forth above, prepayments shall be applied solely first to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Alternate Base Rate Loans and Incremental then to LIBOR Rate Loans may be prepaid prior to such Class in direct order of Incremental Loans), and Interest Period maturities. All prepayments under this Section 2.8(b) shall be applied within each Class of Loans subject to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 2.18 and be accompanied by interest on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than principal amount prepaid through the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableprepayment.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each 9.03: (i) Each prepayment of Loans required by pursuant to the provisions of Section 5.2(a), (b) or (c2.06(b) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated applied to the Lenders of such Loans on a pro rata basis) based on Revolving Credit Facility in the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and manner set forth in clause (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior below. Subject to Section 2.17, such Class of Incremental Loans), and prepayments shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. For avoidance of doubt, no such Extended prepayment of Loans (including, for avoidance of doubt, any prepayment of Net Cash Proceeds realized pursuant to the Loans provisions of Section 2.06(b)) shall, without Borrowers’ consent, permanently reduce the Aggregate Revolving Credit Commitments. (ii) Except as otherwise provided in Section 2.17, prepayments of the Existing ClassRevolving Credit Facility made pursuant to Section 2.06(b), first, shall be applied ratably to the Letter of Credit Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, third, shall be used to Cash Collateralize the remaining Letter of Credit Obligations in the Minimum Collateral Amount and, fourth, the amount remaining, if any, from which such Extended Loans were converted after the prepayment in full of all outstanding Obligations (other than Credit Product Obligations) and (ii) if permitted the Cash Collateralization of the remaining Letter of Credit Obligations in the Minimum Collateral Amount may be retained by the applicable Refinancing Amendment, if Borrowers for use in the Ordinary Course of Business of the Borrowers. Upon the drawing of any Class Letter of Refinancing Loans have Credit that has been established hereunderCash Collateralized, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which funds held as Cash Collateral shall include a calculation of the amount of such prepayment to be applied (without any further action by or notice to each Class or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Loans requesting that Credit Issuer or the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing LenderRevolving Credit Lenders, as applicable.. (d)

Application of Mandatory Prepayments. Subject to Section 5.2(f5.2(g), each prepayment of Loans required by Section 5.2(a), (b), (c) or (cd) or Section 10.9 shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such LoansLoans first, to any payments due under Section 2.14 in the 12 months following such prepayment and, second, to the payments due under Section 2.14 on the applicable Repayment Dates following such 12-month period and the final repayment on the applicable Maturity Date, in each case as directed by the Borroweron a pro rata basis; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower RailAmerica may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower RailAmerica may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With Subject to Section 5.2(g), with respect to each such prepayment, the Borrower RailAmerica will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject Any amount required to be paid pursuant to Section 5.2(f), each prepayment of Loans required by 2.11(a) through Section 5.2(a), (b) or (c2.11(d) shall be allocated pro rata among applied to prepay the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis as among the applicable remaining Repayment Amounts due thereunder various Classes thereof (provided that in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) any prepayment firstly, to reduce the next eight scheduled remaining installments of Loans with the Net Proceeds principal in direct order of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, maturity and (ii) secondly, on a pro rata basis to reduce the scheduled remaining installments of principal; provided that any Class of Incremental Term Loans, Extended Term Loans may specify that one or more other Classes of Loans and Incremental Refinancing Term Loans may be prepaid prior on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Class Loans; provided further that, if at the time of Incremental Loansany required prepayment of the Term Loans pursuant to Section 2.11(a), and shall be applied within each Class of Loans Section 2.11(b) or Section 2.11(d), the US Borrower has outstanding any Permitted Pari Passu Refinancing Debt that, by its terms, requires the US Borrower to offer to the scheduled installments of unpaid Repayment Amounts due in respect of holders thereof to repurchase or prepay such Loans, to Permitted Pari Passu Refinancing Debt with the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment Net Cash Proceeds or Excess Cash Flow that would otherwise be paid required to so prepay the Term Loans (such Permitted Pari Passu Refinancing Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Lenders of such Extended Loans Other Applicable Indebtedness pursuant to the Loans of terms thereof, and the Existing Classremaining amount, if any, from which of such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Class Term Loans and to the repurchase or prepayment of LoansOther Applicable Indebtedness, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.11(a) or Section 2.11(b) as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such prepayment to Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to each Class of prepay the Term Loans requesting that in accordance with the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableterms hereof.

Application of Mandatory Prepayments. Subject to Sections 2.12(c) and 2.12(d),(b) any payment made by any Borrower to the Administrative Agent pursuant to Section 5.2(f2.8 or any other prepayment of the Loan Document Obligations that is required to be applied in accordance with this clause (b): in the case of Sections 2.8(a), each prepayment of Loans required by Section 5.2(a2.8(b) and 2.8(c), (b) or (c) shall be allocated pro rata ratably(i) as among the Initial LoansTerm Loan Facilities in accordance with the aggregate principal amount thereof (calculated on a Dollar Equivalent basis) (or allocated in such other manner as is referred to below) and, within each Term Loan Facility, shall be applied to reduce, first, the Incremental Loansnext eight remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 in forward order of maturity and, thereafter, to reduce ratably the Extended remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 until paid in full; provided that if any portion of such payment remains unapplied after the allocation and application as set forth above, such portion shall be applied, first, to repay the Refinancing outstanding principal balance of the Swingline Loans (until paid in full, second, to repay the outstanding principal balance of the Revolving Loans until paid in full, and allocated third, to provide cash collateral for the L/C Obligations to the Lenders extent and in the manner provided in Section 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments; and in the case of such Section 2.8(d), shall be applied first, to repay the(ii) outstanding principal balance of the Swingline Loans on until paid in full, second, to repay the outstanding principal balance of the Revolving Loans until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, in each case, without a pro rata basis) based on corresponding permanent reduction in the applicable remaining Repayment Amounts due thereunder (provided that Revolving Credit Commitments. Notwithstanding anything to the contrary in clause (i) above, (A) any prepayment Net Cash Proceeds arising from any Sale of Loans assets by, or any Property Loss Event with respect to the Net Proceeds assets of, the U.K. Subsidiaries may, at the election of Credit Agreement Refinancing Indebtedness shall the U.S. Borrower as notified in writing to the Administrative Agent, be applied allocated solely to each applicable Class of Refinanced Debtthe Sterling Term Loan Facility, and (iiB) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans the allocation as among the Term Loan Facilities set forth above may be prepaid prior adjusted by the Borrowers in such manner as the U.S. Borrower shall reasonably determine to such Class of Incremental Loansgive effect to Section 2.8(e), and shall be applied within each Class of Loans as such determination is notified in writing to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.and 80 [[5628733]]

Application of Mandatory Prepayments. Subject to Section 5.2(f5.2(h), each prepayment of Loans required by Section 5.2(a), (b), (d) or (ce) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each (i) Any prepayment of Loans required by Section 5.2(a), to be made in any amount (the “Required Prepayment Amount”) pursuant to paragraph (b) or (c) of Section 2.11 shall be allocated pro rata among applied as follows: First, there shall be applied to the Initial Term Loans and Incremental Loans, ratably in accordance with the respective principal amounts thereof, a portion of the Required Prepayment Amount equal to the product of (i) the Required Prepayment Amount multiplied by (ii) a fraction, the numerator of which is the Aggregate Term Exposure and aggregate outstanding principal balance of Incremental Loans on such date and the denominator of which is the Aggregate Credit Exposure; and Second, the balance of the Required Prepayment Amount shall be applied to the Revolving Loans, the Incremental Loans, the Extended Loans unpaid LC Disbursements and the Refinancing Loans (and allocated to Swingline Exposure, ratably in accordance with the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided respective amounts thereof, except that (i) any prepayment of until the Revolving Loans with and Swingline Loans have been paid in full, the Net Proceeds of Credit Agreement Refinancing Indebtedness shall portion thereof that would otherwise be applied solely to each applicable Class of Refinanced Debt, the unpaid LC Disbursements shall instead be applied ratably to Revolving Loans and Swingline Loans and (ii) any Class application of Incremental any Required Prepayment Amount to Revolving Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and unpaid LC Disbursements or Swingline Exposure shall be applied within each Class without reduction of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed Revolving Commitments (unless otherwise elected by the Borrower; provided that (i) if permitted by Borrower in a notice delivered at the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount time of such prepayment pursuant to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableSection 2.08).

Application of Mandatory Prepayments. Subject Any amount required to be paid pursuant to Section 5.2(f), each prepayment of Loans required by 2.11(a) through Section 5.2(a), (b) or (c2.11(d) shall be allocated pro rata among applied to prepay the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans (and allocated to the Lenders of such Term Loans on a pro rata basis) based on basis as among the applicable remaining Repayment Amounts due thereunder various Classes thereof (provided that in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) firstly, to reduce the next eight scheduled remaining installments of principal in direct order of maturity and (ii) secondly, on a pro rata basis to reduce the scheduled remaining installments of principal; provided that any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans may be prepaid on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Loans; provided further that, if at the time of any required prepayment of the Term Loans pursuant to Section 2.11(a), Section 2.11(b) or Section 2.11(d), the US Borrower has outstanding any Permitted Pari Passu Refinancing Debt that, by its terms, requires the US Borrower to offer to the holders thereof to repurchase or prepay such Permitted Pari Passu Refinancing Debt with the Net Cash Proceeds or Excess Cash 107 Flow that would otherwise be required to so prepay the Term Loans (such Permitted Pari Passu Refinancing Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of Credit Agreement Refinancing the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.11(a) or Section 2.11(b) as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, any amount required to be paid pursuant to the last sentence of Section 2.11(c) shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of prepay the outstanding Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Tranche A-1 Term Loans, if any, that and applied within such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation Class as set forth in clauses (i) and (ii) of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicablethis Section 2.12(b).

Application of Mandatory Prepayments. Subject All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 5.2(f2.8(b)(i), each prepayment to the Revolving Loans and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of Loans required by Section 5.2(aLOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (b1) first, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (cvi) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Initial LoansTranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) second, to the Incremental Loans, the Extended Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the Refinancing Loans (and allocated to parameters of the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness applications set forth above, prepayments shall be applied solely first to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Alternate Base Rate Loans and Incremental then to LIBOR Rate Loans may be prepaid prior to such Class in direct order of Incremental Loans), and Interest Period maturities. All prepayments under this Section 2.8(b) shall be applied within each Class of Loans subject to the scheduled installments of unpaid Repayment Amounts due in respect of such Loans, to the payments due under Section 2.14 2.18 and be accompanied by interest on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than principal amount prepaid through the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableand any other amounts accrued and unpaid.

Application of Mandatory Prepayments. Subject All amounts required to Section 5.2(f), each prepayment of Loans required by Section 5.2(abe prepaid pursuant to clauses (iv), (bv), (vi) or (cviii) of this Section 2.13(b) shall be allocated pro rata among the Initial Loans, the Incremental Loans, the Extended Loans and the Refinancing Loans applied as follows: (and allocated to the Lenders of such Loans on a pro rata basisA) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect of such Loansfirst, to the payments Term Loans (ratably to the remaining principal installments thereof (including the principal installment due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date)) until paid in full, (B) second, to outstanding Swing Loans, (C) third, to the outstanding Revolving Loans (without a corresponding permanent reduction in each case as directed by the Borrower; provided that Total Revolving Commitment) and (iD) if permitted by the applicable Extension Amendmentfourth, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders Administrative Agent, which shall hold such amounts as security for the reimbursement obligations of such Extended Loans the Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such cash collateral amount. Within each such category, such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in order of Interest Period maturities (beginning with the Existing Classearliest to mature). If the outstanding principal amount of Eurodollar Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such repayment or prepayment, if anythen all the Loans outstanding pursuant to such Borrowing shall, from which such Extended Loans were converted and (ii) if permitted in the case of Eurodollar Loans, be Converted into Base Rate Loans. In the absence of a designation by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunderBorrower as described in the preceding sentence, the Borrower may allocate Administrative Agent shall, subject to the above, make such prepayments designation in its sole discretion with a view, but no obligation, to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicableminimize breakage costs owing under Article III.

Application of Mandatory Prepayments. Subject to Section 5.2(f), each Any prepayment of Loans required by Section 5.2(ato be made in any amount (the “Required Prepayment Amount”) pursuant to paragraph (b), (bc) or (cd) of Section 2.10 shall be allocated pro rata among applied as follows: First, there shall be applied to the Initial Tranche B Term Loans, ratably in accordance with the respective principal amounts thereof, a portion of the Required Prepayment Amount equal to the product of (i) the Required Prepayment Amount multiplied by (ii) a fraction, the numerator of which is the Aggregate Tranche B Exposure and the denominator of which is the Aggregate Credit Exposure; and Second, the balance of the Required Prepayment Amount shall be applied to the Revolving Credit Loans, the Incremental LoansLC Exposure, the Extended Tranche C Term Loans and the Refinancing Loans (and allocated to Tranche D Term Loans, ratably in accordance with the Lenders of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided respective amounts thereof, except that (i) until the Revolving Loans have been paid in full, the portion thereof that would otherwise be applied to the LC Exposure shall instead be applied to Revolving Loans, (ii) until the Tranche C Term Loans have been paid in full, the portion thereof that would otherwise be applied to the Tranche D Term Loans shall instead be applied to Tranche C Term Loans, (iii) any prepayment application of Loans with any Required Prepayment Amount to LC Exposure shall be effected through the Net Proceeds deposit into the Letter of Credit Agreement Refinancing Indebtedness Collateral Account in accordance with Section 2.04(j)) and (iv) any application of any Required Prepayment Amount to Revolving Loans or LC Exposure shall be without reduction of Revolving Commitments (unless otherwise elected by the Borrower in a notice delivered at the time of such prepayment pursuant to Section 2.07). Prepayments of Revolving Loans and Tranche B Loans shall be applied solely first to each applicable Class ABR Loans and second to Eurodollar Loans (applied to Eurodollar Loans with Interest Periods in the order in which the respective Interest Periods therefor shall end) and prepayments of Refinanced DebtTranche C Loans and Tranche D Loans shall be applied first to Variable Rate Loans and second to Fixed Rate Loans (applied to Fixed Rate Loans with Interest Periods in the order in which the respective Interest Periods therefor shall end). At any time when any Tranche B Term Loans and/or Incremental Loans are outstanding, any Lender holding Tranche C Term Loans may elect on not less than two Business Days’ prior written notice to the Administrative Agent with respect to any mandatory prepayment described above in this paragraph (d) not to have such prepayment applied to such Lender’s Tranche C Term Loans, in which case the amount not so applied shall be applied, first, to prepay the Tranche B Term Loans and/or Incremental Loans outstanding on such date ratably in accordance with respective aggregate outstanding principal amounts thereof and, second, after all Tranche B Term Loans and/or Incremental Loans have been paid in full, to prepay Tranche C Term Loans in accordance with the provisions hereof. Each payment of Loans pursuant to this paragraph (d) shall be accompanied by (i) accrued interest on the principal amount paid to but excluding the date of payment and (ii) any Class except in the case of Incremental a mandatory prepayment of Tranche C Term Loans may specify that one or more other Classes of Tranche D Term Loans and Incremental Loans may be prepaid prior pursuant to such Class of Incremental LoansSection 2.10(d), and shall be applied within each Class of Loans to the scheduled installments of unpaid Repayment Amounts due in respect any amounts payable under Section 2.15 as a result of such Loans, to the payments due under Section 2.14 on the applicable Repayment Dates and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that (i) if permitted by the applicable Extension Amendment, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are required to be made, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Lender, Incremental Lender, Extending Lender or Refinancing Lender, as applicable.

Application of Mandatory Prepayments. Subject All prepayments pursuant to ------------------------------------ Section 5.2(f)2.7(a) preceding shall, each if such prepayment is required to be made prior -------------- to the Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal amount of the Acquisition Loans required by Section 5.2(a), (b) or (c) until the Acquisition Loans have been paid in full and then shall be allocated pro rata among to the Initial Loansunpaid principal amount of the Term Loans and, if such prepayment is required to be made on or after the Incremental LoansAcquisition Loans Commitment Expiration Date, be allocated to the Extended unpaid principal amounts of the Term Loans and the Refinancing Acquisition Loans (and allocated to pro rata in accordance with the Lenders respective unpaid principal amounts of such Loans on a pro rata basis) based on the applicable remaining Repayment Amounts due thereunder (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans), and shall be applied within each Class of Loans to the scheduled then remaining installments of principal of the Term Loans and the Acquisition Loans pro rata. All prepayments pursuant to Section 2.7(b) or -------------- (c) preceding shall, if such prepayment is required to be made prior to the ---- Acquisition Loans Commitment Expiration Date, be allocated to the unpaid Repayment Amounts due principal amount of the Term Loans until the Term Loans have been paid in respect full and then shall be allocated to the unpaid principal amount of the Acquisition Loans and, if such prepayment is required to be made on or after the Acquisition Loans Commitment Expiration Date, be allocated to the unpaid principal amounts of the Term Loans and the Acquisition Loans pro rata in accordance with the respective unpaid principal amounts of such Loans, and shall be applied to the payments due under Section 2.14 on then remaining installments of principal of the applicable Repayment Dates Term Loans and the final repayment on the applicable Maturity Date, in each case as directed by the Borrower; provided that Acquisition Loans pro rata. All prepayments pursuant to subsection ---------- (id) if permitted by the applicable Extension Amendmentpreceding, if any Class of Extended Loans has been established hereunder, the Borrower may, in its sole discretion, allocate any such prepayment that would otherwise be paid to the Lenders of such Extended Loans to the Loans of the Existing Class, if any, from which such Extended Loans were converted and (ii) if permitted by the applicable Refinancing Amendment, if any Class of Refinancing Loans have been established hereunder, the Borrower may allocate such prepayments in its sole discretion to the Loans of the Class of Loans, if any, that such Refinancing Loans partially refinanced. With respect to each such prepayment, the Borrower will, not later than the date on which such prepayments are is required to be mademade prior to the --- Acquisition Loans Commitment Expiration Date, give shall be allocated to the Administrative Agent written notice which shall include a calculation unpaid principal amounts of the amount of Term Loans and (if and to the extent that such prepayment prepayments or any portion thereof are to be applied to each Class of the Supremex Term Loans) the Supremex Term Loans requesting that A and the Administrative Agent provide notice Supremex Term Loans B pro rata in accordance with the respective unpaid principal amounts of such loans until such loans have been paid in full and then shall be allocated to the unpaid principal amount of the Acquisition Loans and, if such prepayment is required to each Initial Lenderbe made on or after the Acquisition Loans Commitment Expiration Date, Incremental Lenderbe allocated to the unpaid principal amounts of the Term Loans and the Acquisition Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Supremex Term Loans) the Supremex Term Loans A and the Supremex Term Loans B pro rata in accordance with the respective unpaid principal amounts of such loans, Extending Lender or Refinancing Lender, as applicableand shall be applied to the remaining installments of principal of such loans pro rata.