Application of Mandatory Prepayments. All amounts required to be paid pursuant to this [Section 2.05(b)] shall be applied to Revolving Loans and Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations. It is understood and agreed that mandatory prepayments made by the Canadian Borrower shall only be applied to the Canadian Obligations.

Application of Mandatory Prepayments. Each prepayment of outstanding Loans required to be made pursuant to [Section 2.6(b)] shall be allocated pro rata among the Loans and the permanent reduction of the Revolving Commitments.

If at any time the Revolving Credit Outstandings exceed the 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

Mandatory Prepayments. If, at any time the aggregate outstanding Extensions of Credit under the Facility exceeds the aggregate Commitments under the Facility then in effect, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Loans under the Facility in an aggregate principal amount at least equal to such excess.

Mandatory Prepayments. On the next occurring Payment Date following the date on which ​ actually receives any Net Proceeds, if ​ is not obligated to make such Net Proceeds available to ​ for Restoration in accordance with the applicable terms and conditions hereof, ​ shall prepay, or authorize ​ to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall and such payment shall be accompanied by the applicable portion of the Exit Fee, and any Breakage Costs. Furthermore, ​ shall make any payments required pursuant to [Section 6.5] hereof as and to the extent required thereunder. Other than, in each case, following an Event of Default, no prepayment premium or penalty (which shall not be deemed to include the Exit Fee, which shall be owed as provided for in this Agreement, if applicable) shall be due in connection with any prepayment made pursuant to this [Section 2.4.2] or in connection with any payment pursuant to [Section 6.4]. Any partial prepayment under this [Section 2.4.2] shall be applied to the last payments of principal due under the Loan.

When any Borrower sells or otherwise disposes of any Collateral for consideration in excess of ​ in any individual transaction or ​ in the aggregate during any fiscal year (other than Inventory in the Ordinary Course of Business), ​ shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions consented to by ​, which consent to such costs shall not be unreasonably withheld), such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for ​. 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 first to the Advances in such order as ​ may determine, subject to ​' ability to re-borrow Revolving Advances in accordance with the terms hereof; provided, that no such repayment shall be applied to Revolving B Advances unless the Revolving A Facility Usage has been reduced to zero.

If at any time (other than if consented to in writing by the Revolving Loan Lenders) the aggregate amount of Revolving Loans outstanding plus LOC Obligations outstanding exceeds the Revolving Committed Amount, the Borrowers shall immediately prepay the Loans in the amount of such excess in accordance with [Section 3.3(c)]; and

Mandatory Prepayments. Except as may be set forth in any Incremental Loan Amendment, any Extension Amendment (as defined below) or any Refinancing Amendment, all amounts required to be paid pursuant to Sections ‎2.10(c), ‎2.10(d) and ‎2.10(e) shall be applied pro rata to the outstanding Term Loans of each Class (or, in the case of the incurrence of Credit

Mandatory Prepayments. On the next occurring Payment Date following the date on which the Agent actually receives any Net Proceeds, if the Agent is not obligated to make such Net Proceeds available to any Borrower for Restoration, the Borrowers shall authorize the Agent to apply Net Proceeds as a prepayment of the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Any Net Proceeds remaining after the prepayment of the Debt in full shall be paid to the Borrowers.

Application of Prepayments. All prepayments pursuant to [[Section 2.03(a)(iii), (iv), and (v)])])]])])] shall be applied to prepay the Term Loans among the various Classes thereof on a ratable basis (in accordance with the aggregate outstanding principal amount of the Term Loans of each such Class) on order of maturity, unless otherwise agreed among the Borrower and the ​ providing Extended Loans in accordance with [Section 2.13] (it being understood that, in any case, the Initial Loans shall not be allocated to any Class in an amount less than such Class’s pro rate share of such prepayment). Unless otherwise provided herein, each such prepayment shall be paid to the ​ in accordance with their respective Pro Rata Shares.

Application of Prepayments. Each prepayment required to be made pursuant to [Section 2.05(b)] shall be applied as a mandatory prepayment of principal of first the outstanding Swing Line Loans and second the outstanding Revolving Credit Loans.

Application of Prepayments. All amounts paid pursuant to [Section 3.3(a)] shall be applied as directed by the Borrowers. All amounts paid pursuant to [Section 3.3(a)] the application of which has not been directed by the Borrowers and all amounts required to be paid pursuant to [Section 3.3(b)(i)] shall be applied first to Base Rate Loans, then to LIBOR Loans, then to Eurodollar Loans in direct order of Interest Period maturities, and then to Competitive Bid Loans (subject to the last sentence of [Section 3.3(a)]). All prepayments hereunder shall be subject to [Section 3.14]; provided that prepayments required to be made pursuant to [Section 3.3(b)] that repay a Eurodollar Loan within 30 days of the last day of its Interest Period shall not be subject to [Section 3.14].

For the purposes of this Clause 8.2, Clause 8.3 (Application of mandatory prepayments) and Clause 8.4 (Mandatory Prepayment Accounts and Holding Accounts):

Optional Payments; Mandatory Prepayments. Optional Payments. The Borrowers may from time to time and at any time, upon notice to the Administrative Agent, repay or prepay, without penalty or premium, all or any part of outstanding Floating Rate Advances in an aggregate minimum amount of ​ and in integral multiples of ​ in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in [Section 4.4], in an aggregate minimum amount of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in integral multiples of ​ (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) in excess thereof; provided, that no Borrower may so prepay Eurocurrency Rate Advances unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment if the Advance subject to such prepayment is denominated in Dollars and four (4) Business Days’ prior written notice to the Administrative Agent if the Advance subject to such prepayment is denominated in an Agreed Currency other than Dollars. Optional payments or prepayments of the Advances shall be made (subject to [Section 4.4]) without penalty or premium, and shall be applied to Revolving Loans or Term Loans as directed by the Company.

If at any time and for any reason (other than fluctuations in currency exchange rates) the Net Aggregate Revolving Credit Exposure is greater than the Aggregate Revolving Loan Commitment, the Borrowers shall immediately prepay Revolving Loans (or, to the extent such excess is greater than the aggregate outstanding principal balance of the Revolving Loans, pay immediately available funds to the Administrative Agent, which funds shall be held in the L/C Collateral Account) in an aggregate amount equal to such excess.

Waiver of Mandatory Prepayments. Notwithstanding the foregoing provisions of this ‎[Section 2.10], # in the case of any mandatory prepayment of the Term Loans, Term Loan ​, as applicable, may waive by written notice to the Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, as applicable, # any amounts not applied to the prepayment of Term Loans, as applicable, shall be applied instead to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments) and # so long as no Default or Event of Default has occurred and is continuing, to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Borrower.

Section # Mandatory Prepayments.

If the Agent receives a notice under Clause 7 (Illegality, voluntary prepayment and cancellation) or an election under paragraph # of Clause 8.3 (Application of mandatory prepayments) it shall promptly forward a copy of that notice or election to either the Parent or the affected Lender, as appropriate.

SECTION # Mandatory Prepayments and Commitment Reductions 5755