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.

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: default interest, if any, prepayment premium required by [Section 2.03(e)]), accrued interest and principal. Each such prepayment shall be applied ratably to the Term Loans and to the principal repayment installments thereof in the inverse order of maturity. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Application of Mandatory Prepayments. (A) With respect to all amounts prepaid pursuant to [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, # with respect to all amounts paid pursuant to [Section 2.05(b)(i)(B)], ratably to Revolving B Loans and Dutch Swing Line Loans, # 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 # with respect to all amounts prepaid pursuant to [Section 2.05(b)(i)(D)], to Revolving A Loans, Revolving B Loans, Swing Line Loans and 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 L/C Obligations.

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 amounts required to be prepaid pursuant to [Section 2.7(b)(i), (1)])] first to the outstanding Swingline Loans, # second to the outstanding Revolving Loans and # third to Cash Collateralize the LOC Obligations; and

If at any time the Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit 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, to payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to the Dollar Amount of such excess (such Cash Collateral to be applied in accordance with [Section 9.2(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 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)].

If Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that # so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, # this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $10,000,000 in the aggregate so long as no Default then exists, and # in the case of any Disposition not covered by [clause (y) above], so long as no Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary intends to reinvest, within twelve months of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such twelve month period (provided that if, prior to the expiration of such twelve month period, Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional six month period, such twelve month period shall be extended to the date provided for such investment in such binding agreement). Promptly after the end of such period, Borrower shall notify Administrative Agent whether Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested.

Application of Mandatory Prepayments. All amounts required to be paid pursuant to this [Section 2.06(b)] shall be applied as follows: