Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied as follows: (A), with respect to all amounts prepaid pursuant to [clause (i) above], # first to outstanding unreimbursed LC Disbursements that have not been funded by the Revolving Lenders, # second to the outstanding Swingline Loans, # third ratably to the outstanding Revolving Loans and LC Disbursements funded by Revolving Lenders and # fourth ratably to Cash Collateralize outstanding Letters of Credit; and # with respect to all amounts prepaid pursuant to [Section 2.7(a)(ii), (1)])] first to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), # second ratably to the Revolving Loans and # third ratably to Cash Collateralize outstanding Letters of Credit (without a simultaneous corresponding reduction of the Revolving Committed Amount). All prepayments under this Section shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty other than pursuant to [Section 2.6(b)].

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this [Section 2.05(c)] shall be applied as follows:

Application of Mandatory Prepayments. All payments under this [Section 2.03(b)] shall be applied first to all fees, costs, expenses, indemnities and other amounts due and payable hereunder, then proportionately (based on the relation of such amounts to the total amount of the relevant payment under this [Section 2.03(b)]) to the payment or prepayment (as applicable) of the following amounts of the Obligations: default interest, if any, prepayment premium required by [Section 2.03(e)], accrued interest and principal. Each such prepayment shall be applied first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any) and third, to outstanding Term C Loans (if any). Each such prepayment shall be applied to the Loans of the Lenders in accordance with the respective Applicable Percentages in respect of each of the relevant Facilities.

. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding # any Indebtedness incurred in accordance with Section 7.2 and # any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than # the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $600,000,000 and # the Borrower’s direct or indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in [Section 7.14(c)]), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in [Section 2.11(d)].

Within five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the "ECF Payment Date"), commencing with the delivery to Agent of the audited annual financial statements for the Fiscal Year ending December 31, 2017, Borrowers shall # deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Ultimate Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the result of (to the extent positive) # 75% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus # the aggregate principal amount of all payments made by the Borrowers pursuant to [Section 5.2.3] for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the [foregoing clause (2)] after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or # if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the result of (to the extent positive) # 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus # the aggregate principal amount of all payments made by the Borrowers pursuant to [Section 5.2.3] for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the [foregoing clause (2)] after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the "Excess Cash Flow Payment Amount"); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the Payment Conditions are satisfied until such time as the entire Excess Cash Flow Payment Amount has been paid in full;

Mandatory Prepayments. If at any time the Credit Outstandings exceed the Commitment, the Borrower agrees to repay Loans and Cash Collateralize L/C Obligations immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with [Section 9.2(b)]).

Mandatory Prepayments. If on any relevant Computation Date, the aggregate outstanding Revolving Credit Exposures of all Lenders shall exceed the aggregate Commitments of all Lenders (unless such excess is solely as a result of currency fluctuations), then Borrowers shall immediately prepay the applicable Borrowings in an amount sufficient to eliminate such excess.

Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Receivables or Inventory included in the Formula Amount (other than Inventory in the Ordinary Course of Business), Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof.

Notwithstanding the following, during a Waterfall Event, the order of application to the Obligations shall be made pursuant to Section 11.2 rather than as is provided in this Section 2.13.

Mandatory Prepayments. If the Term Loans are accelerated following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: # all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, # the Final Payment, # the Prepayment Fee, plus # all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s).