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. (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 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. All amounts required to be paid pursuant to this [Section 2.06(b)] 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

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

. (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;