(a) Each payment (excluding voluntary and mandatory prepayments which shall be applied in accordance with Section 2.11 and Section 2.12(g) , respectively) in respect of principal, interest or fees in respect of Term Loans shall be applied to the amounts of such obligations owing to such Class of Term Lenders, pro rata according to the respective amounts then due and owing to such Class of Term Lenders. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed. Principal prepayments (other than voluntary and mandatory prepayments which shall be applied in accordance with Section 2.11 and Section 2.12(g) , respectively) of the Term Loans shall be applied to reduce the installments thereof in direct order of maturity.