Common use of Application of Prepayments Clause in Contracts

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Amounts to be applied pursuant to this Section 2.03 to the prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the Term reduce outstanding Base Rate Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 3.05.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 1.10(c), any Loan prepayments pursuant to Section 2.13(a1.8(b), 1.8(c) or 1.8(d) shall be applied as specified by the Borrowers Issuer to prepay the outstanding Term Loans pro rata based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the applicable remaining amount). The Issuer shall provide Agent and the Purchasers with at least two Business Days prior written notice of prepayment; providedany prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Purchaser may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loans otherwise required to be made pursuant to clauses (c), (d) and (e) of this Section 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Issuer no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Purchaser shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Purchaser. If a Purchaser fails to deliver a Rejection Notice to the Purchasers within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed a rejection by such Purchaser of the total amount of such mandatory prepayment of such Term Loans otherwise owed to such Purchaser. To the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Issuer may instruct each Purchaser in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such amounts are intended to repay until such amounts are used in full to repay such Term Loans) and then such Purchaser shall apply such prepayment to pay such LIBOR Rate Loan on the last day of the applicable Interest Period. Together with each prepayment under this Section 1.8, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans Issuer shall be applied (x) pay any amounts required pursuant to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied as specified by the Borrowers in the applicable notice pro rata amongst each Tranche of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Term Loans and, within each Tranche, first, to accrued interest and the Other fees with respect to Term Loans shall be applied being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (x) or any equivalent provision applicable to prepay the Term Loans, the Incremental Term Loans, the Extended any Tranche of Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basisDate) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower (or, in the absence case of such no direction, in direct order of maturity). If the Borrowers fail Any prepayment of Term Loans pursuant to specify the Loans to which any such prepayment shall be applied, such prepayment Section 2.10(a) shall be applied as follows: firstdirected by the Borrower (or, to repay outstanding Swing Line Loans to in the full extent thereof; secondcase of no direction, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a pro rata portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to all the extent required pursuant to the terms of the documentation governing such remaining InstallmentsApplicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers in Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the applicable notice of prepayment; provided, any such prepayment remaining principal amount of the Term Loans, the Incremental Term Loans, the Extended Loan (or any equivalent provision applicable to any Tranche of Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionDate), in direct order of maturity). If After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the Borrowers fail to specify the Loans to which any extent there are mandatory prepayment amounts remaining after such prepayment application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, as follows: firstapplicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and the Excess Amount shall be either, at the election of the Borrower, (A) deposited in an escrow account (which account shall be subject to a Control Agreement reasonably satisfactory to the Administrative Agent) and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the Incremental denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments(e) or (f).

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Parent Borrower shall select the borrowing or borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.08(h), subject to the provisions of this Section 2.08(g). Any prepayments pursuant to Section 2.08(c), (d), (e) or (f) shall be applied as specified by to reduce scheduled installments of Term Loans required under Section 3.01(b), first, to such scheduled prepayments due on dates occurring within the Borrowers in the applicable notice of prepayment; provided, any 12 months following such prepayment in direct order of the Term Loansmaturity and, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect installments remaining to be prepaid made on a less than ratable basiseach other term loan payment date. Prepayments pursuant to Section 2.08(a) and (y) shall be applied to the remaining Installments reduce scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in Parent Borrower. Amounts to be applied pursuant to this Section 2.08 to the absence prepayment of such direction, in direct order of maturity). If the Borrowers fail to specify the Term Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other LIBOR Term Loans or Incremental Term LIBOR Revolving Credit Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.08 shall be paid on a less than ratable basisin excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be further immediately prepaid and, at the election of the Parent Borrower, the Excess Amount shall be either (A) deposited in a deposit account over which the Collateral Agent has “control” (as defined in Article 9 of the UCC) pursuant to a control agreement entered into by the Parent Borrower, Collateral Agent and the other parties thereto in accordance with the Loan Documents, and applied on a pro rata basis to the first eight remaining Installments prepayment of principal LIBOR Loans on the last day of the Term then next-expiring Interest Period for LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Majority Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 5.03.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(asubsection 1.8(e) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: (i) the first fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the order of their maturity and (ii) the remaining fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the inverse order of their maturity. Any prepayments of Term Loan pursuant to Section 1.7(a) and any prepayments pursuant to subsections 1.8(c) (other than prepayments of Swing Line Loans and Revolving Loans as set forth therein) or 1.8(d) shall be applied as follows: (i) first, to repay outstanding Swing Line Loans to prepay all remaining installments of the full extent thereof; Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof until the Term Loan shall have been paid in full, and (ii) second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term LoansSwing Line Loans and thereafter in permanent reduction of the Revolving Loans (along with a corresponding permanent reduction of the Swing Line Commitment solely at such time as the Revolving Loan Commitment is reduced to an amount equal to the Swing Line Commitment so that at no time will the Revolving Loan Commitment be less than the Swing Line Commitment), whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, or as the Borrower may otherwise specify in writing at the time of such prepayment. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. (a) Application Mandatory prepayments shall be applied to the Revolving Loans outstanding, without any reduction of Voluntary Prepayments by Type the Revolving Commitments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(e), subject to the provisions of this Section 2.10(d). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) first to prepay the Term reduce outstanding ABR Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (aEach prepayment pursuant to this Section 2.07(c) Application shall be accompanied by accrued interest on the amount prepaid to the date of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan and amounts, if any, required to be paid pursuant to Section 2.13(a) shall 2.08 as a result of such prepayment being made on such date. With respect to the 50% of Net Cash Proceeds which were not immediately required to be applied as specified by the Borrowers a prepayment under Section 2.07(c)(ii) and which, as a result of such proceeds not being utilized in the applicable notice of prepayment; provided180-day period provided therein, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect is then required to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be appliedprepayments, such prepayment prepayments shall be applied as follows: (1) first to prepay the Swing Line Advances, (2) second to prepay the Tranche A Revolving Advances, (3) third to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. All other prepayments required under Section 2.07(c)(ii) and not covered in the preceding sentence shall be applied as follows: (A) first to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, (B) second to prepay of Swing Line Advances, (C) third to prepay the Tranche A Revolving Advances, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. In any event, the Borrower may elect to prepay the Tranche B Advances first before being applied to prepay Tranche A Revolving Advances in its sole discretion. Each prepayment required pursuant to Section 2.07(c)(iii) shall be applied as follows: (A) first to the prepayment of the Swing Line Advances, and (B) second to the prepayment of the Tranche A Revolving Advances and, if the Tranche A Revolving Advances and Swing Line Advances have been repaid in full and an Event of Default has occurred and is continuing, as a deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. Each prepayment required pursuant to Section 2.07(c)(iv) shall be applied as follows: (A) first, to repay outstanding Swing Line Loans to prepay Tranche B Advances in the full extent thereof; order of maturity until such time as the Tranche B Advances are repaid in full, (B) second, to repay outstanding Revolving Loans to the full extent thereof; and thirdprepay Swing Line Advances, (C) third to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis)Tranche A Revolving Advances, and shall be further applied on a pro rata basis (D) fourth, if an Event of Default has occurred and is continuing, deposit into the XX Xxxx Collateral Account to provide cash collateral for the first eight remaining Installments Letter of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsCredit Exposure.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4A(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, FIRST to repay outstanding Revolving Loans to the full extent thereof, SECOND to repay outstanding Term Loans to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); and thirdprovided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Loans. Any mandatory prepayments pursuant to subsections 2.4A(ii)(a)-(f) shall be applied as set forth in such subsections; PROVIDED THAT, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and the amount of such prepayment exceeds the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds the Revolving Loan Commitments then in effect shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of Term Loans, Revolving Loans or Offshore Loans shall be applied first to Base Rate Loans to the Extended Term Loansfull extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, in each case in a manner which minimizes the Other Term amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Eurodollar Rate Loans and Offshore Loans shall include payment of accrued interest on the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), principal amount so prepaid and shall be further applied on a pro rata basis to the first eight remaining Installments payment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis interest before application to all such remaining Installmentsprincipal.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a2.10(a) shall be applied to the Class or Classes of Term Loans as specified by the Borrowers Borrower may specify in the applicable notice of prepayment; provided. If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, any then such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended all Classes of Term Loans and the Other Term Loans then outstanding on a pro rata basis basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (in accordance with d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the respective outstanding principal amounts thereof) (unless foregoing, any Lenders under any such Class incurred after the Closing Date elect to be prepaid on Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable basisapplication of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. Any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (yf) shall be applied to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans reduce scheduled payments required under Section 2.09(a) as directed by the Borrowers (or, Borrower in the absence notice of such directionprepayment pursuant to Section 2.10(h) (and, if not specified, in direct order of maturitymaturity to scheduled payments required under Section 2.09(a). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by applied, at the Borrowers option of Borrower (which option shall be set forth in the applicable notice referred to in the first sentence of prepaymentthis clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower; provided, that, notwithstanding Section 2.14(b)(ii), with respect to any such prepayment of optional prepayment, (A) as between the Term B-1 Loans and the Term B-2 Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) Borrower may elect to prepay solely repay the Term Loans, B-1 Loans prior to any repayment on the Incremental Term Loans, B-2 Loans or apportion an amount of such repayment such that the Extended principal amount of Term B-1 Loans (together with accrued and the Other Term Loans unpaid interest thereon) are repaid on a pro rata basis or a greater than pro rata basis (but in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a event not less than ratable a pro rata basis) than the principal amount of Term B-2 Loans (together with accrued and unpaid interest thereon) repaid, (yB) and in the case of any repayment pursuant to the remaining Installments of principal clause (A) above, amounts paid in respect of the Term B-1 Loans or the Term B-2 Loans shall be made ratably across such Term B-1 Loans or Term B-2 Loans, as applicable. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due for the Extended next four Term Loans, Loan Repayment Dates (ratably among the Other scheduled prepayments due in respect of the Term B-1 Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any B-2 Loans) following such prepayment shall be appliedand, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any among the prepayments remaining to be made on each remaining Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders under any Extended in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, Other respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(h), subject to the provisions of this Section 2.10(g). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an "EXCESS AMOUNT"), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Revolving Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans made without reduction to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsCommitments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided2.10(f), any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) subject to the remaining Installments provisions of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers this Section 2.10 (or, in the absence of such direction, in direct order of maturitye). If the Borrowers fail Subject to specify the Loans to which any such prepayment Section 8.02, and so long as no Default shall then exist and be appliedcontinuing, such prepayment all mandatory prepayments shall be applied as follows: first, to repay outstanding Swing Line the Swingline Loans until the same has been reduced to the full extent thereofzero (0); second, to repay outstanding the Revolving Loans until the same has been reduced to the full extent thereofzero (0); and third, to cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j). Such mandatory prepayments of the Swingline Loans and Revolving Loans shall not cause a corresponding reduction in the Swingline Commitment or Revolving Commitments. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Extended Term Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided, that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Other Term Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans and in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Amounts to be applied pursuant to this Section 2.09 to the prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) first to prepay the Term reduce outstanding ABR Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.09 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.12.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 2.10 and except as may otherwise be set forth in any Loan Extension Offer with respect to any Extended Term Loan, any prepayments pursuant to Section 2.13(a2.8(c) or 2.8(d) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the next eight installments of each Class of Term LoansLoan, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionif any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity)) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the Borrowers fail time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to which be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment shall of such Term Loans. Any Declined Proceeds may be appliedretained by the Borrower. To the extent permitted by the foregoing, such prepayment amounts prepaid shall be applied as follows: first, first to repay any Base Rate Loans then outstanding Swing Line and then to outstanding LIBOR Rate Loans to with the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loansshortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 11.4 hereof.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(j), subject to the provisions of this Section 2.10(i). Subject to Section 2.10(k) shall below, all optional prepayments will be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective amongst each Tranche of outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term LoansLoans and, the Extended Term Loanswithin each Tranche, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower (or, in the absence of and absent such direction, in direct order of maturitymaturity thereof). If Any prepayments pursuant to Section 2.10(b), (c), (d), (e) and (f) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Borrowers fail to specify the Loans to which any such prepayment shall be appliedClosing Date), such prepayment shall be applied as follows: pro rata amongst each Tranche of outstanding Loans and, within each Tranche, first, to repay outstanding Swing Line accrued interest and fees with respect to Loans to the full extent thereof; being prepaid and second, to repay outstanding Revolving Loans reduce the remaining principal amount of the Loan. Notwithstanding anything herein to the full extent thereof; and thirdcontrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other Term numerator of which is the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the Incremental Term denominator of which is the sum of the outstanding principal amount of Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c), (e) or (f) and shall the outstanding principal amount of such Applicable Other Indebtedness required to be further applied on a pro rata basis prepaid pursuant to the first eight remaining Installments corresponding provisions of principal of the Term Loans, the Extended Term Loans, the such Applicable Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsIndebtedness.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 1.10(c), any Loan prepayments pursuant to Section 2.13(a1.8(c), 1.8(d) or 1.8(e) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Initial Term Loans on a pro rata basis (based on the outstanding principal balances thereof, and within each such Class of Loans, to prepay the remaining scheduled amortization payments of such Class of Loans, pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment, and third to provide cash collateral for outstanding Letters of Credit in accordance an amount not to exceed 103% of the face amount of such Letters of Credit. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the respective outstanding principal amounts thereof) (unless shortest Interest Periods remaining; provided that, if any Lenders under any such Class incurred after exercise the Closing Date elect right to be prepaid on waive a less than ratable basis) and (y) to the remaining Installments of principal given mandatory prepayment of the Term LoansLoans pursuant to this Section 1.8(f), the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any then such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments then outstanding Term Loans being prepaid irrespective of principal whether such outstanding Term Loans are Base Rate Loans or LIBOR Rate Loans; provided further, so long as no Event of Default shall have occurred and be continuing at the time of such prepayment, the Borrower may elect that, for a period not to exceed 30 days, the remainder of such prepayments not applied to prepay Base Rate Loans be deposited in a non-interest-bearing collateral account pledged to, and under the exclusive control of, the Agent to secure the Obligations and applied thereafter to prepay the LIBOR Rate Loans until the last day of the Term next expiring Interest Period of such LIBOR Rate Loans so prepaid (provided that (x) interest shall continue to accrue on such LIBOR Rate Loans in respect of which such deposit was made at the rate otherwise applicable under this Agreement to such LIBOR Rate Loans until such deposit is applied to prepay such LIBOR Rate Loans, and (y) immediately upon the Extended Term Loansoccurrence of an Event of Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and immediately used by the Agent to prepay the LIBOR Rate Loans in accordance with the relevant terms of this Agreement). Together with each prepayment under this Section 1.8, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a Borrower shall pay any amounts required pursuant to Section 10.4 hereof. Any Lender may elect not to accept its pro rata basis portion of any mandatory prepayment pursuant to all such remaining InstallmentsSection 1.8(c) or Section 1.8(e) above (each a “Declining Lender”). Any prepayment amount declined by a Declining Lender (a “Declined Amount”) may be retained by the Borrower.

Application of Prepayments. (a) Application Prior to any optional prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(e), subject to the provisions of this Section 2.10(d). Any prepayments pursuant to Sections 2.10(b)(v)-(vii) shall be applied as specified by (i) first, to prepay principal of outstanding Term Loans and, to the Borrowers in extent so applied, to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xLoan Maturity Date) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, and (in accordance with ii) second, to the respective outstanding principal extent there are prepayment amounts thereof) (unless any Lenders under any such Class incurred remaining after the Closing Date elect to application of such prepayments under preceding clause (i), such excess amounts shall be prepaid on a less than ratable basis) and (y) applied to the remaining Installments prepayment of principal of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments (unless an Event of Default then exists, in which case the Term Loans, Revolving Commitments shall be so reduced and the Extended Term Loans, the Other Borrowers shall comply with Sections 2.10(b)(i)-(iv)). Any prepayments of Term Loans and pursuant to Section 2.10(b)(viii) shall be applied to reduce future scheduled amortization payments required under Section 2.09 (including the Incremental payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date. Optional prepayments of Term Loans as pursuant to Section 2.10(a) shall be applied to reduce future scheduled amortization payments under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the manner directed by the Borrowers (Administrative Borrower in the respective notice of prepayment or, in the absence of such direction, in direct order of maturity). If Amounts to be applied pursuant to this Section 2.10 to the Borrowers fail to specify the prepayment of Loans to which of any such prepayment shall be applied, such prepayment Class shall be applied as follows: first, first to repay reduce outstanding Swing Line ABR Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, of such Class. Any amounts remaining after each such application shall be applied to prepay the Term Loans, the Extended Term Loans, the Other Term Eurodollar Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsClass.

Application of Prepayments. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing(s) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (g) of this Section. Except as provided in Section 2.03(j), in the event of any mandatory prepayment of Borrowings made at a time when Borrowings of more than one Class remain outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Borrowings (and, to the extent provided in the Refinancing Amendment for any Class of Other Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any Lender (and, to the extent provided in the Refinancing Amendment for any Class of Other Loans, any Lender that holds Other Loans of such Class) may elect, by notice to the Administrative Agent in writing at least three Business Days prior to the prepayment date, to decline all or any portion of any prepayment of its Loans or Other Loans of any such Class pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) Application of Voluntary Prepayments by Type of Loans. Any this Section, a mandatory prepayment of any Loan pursuant to Section 2.13(a2.03(c) in respect of refinancing indebtedness and mandatory prepayments pursuant to Section 2.03(j), which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to prepay Loans or Other Loans of any such Class but was so declined shall be applied as specified retained by the Borrowers Borrower and the Subsidiaries (such amounts, “Retained Declined Proceeds”). Optional prepayments of Borrowings shall be allocated among the Classes of Borrowings as directed by the Borrower. In the absence of a designation by the Borrower as described in the applicable notice preceding provisions of prepayment; providedthis paragraph of the Type of Loan of any Class, any such Amounts to be applied pursuant to this Section 2.03 to the prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the Term reduce outstanding Base Rate Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 3.05.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Revolving Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans made without reduction to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsCommitments.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) Optional prepayments under this Agreement shall be applied as specified by the Borrowers Borrower in the applicable notice of prepaymentprepayment in Section 2.10(i); provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orprovided that, in the absence of such direction, in direct order of maturity). If the Borrowers fail event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, first to repay outstanding Revolving Loans to the full extent thereof; , and thirdsecond to repay outstanding Term Loans to the full extent thereof. Mandatory prepayments under this Agreement shall be applied first to reduce outstanding Term Loans pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.09. After application of mandatory prepayments pursuant to the immediately preceding sentence and to the extent there are mandatory prepayment amounts remaining after such application, any such remaining portion of the mandatory prepayment amounts shall be applied (i) to prepay the Term Loans, Revolving Loans to the Extended Term Loans, full extent thereof and to further permanently reduce the Other Term Loans Revolving Commitments ratably among the Revolving Lenders by the amount of such prepayment (and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisBorrower shall comply with Section 2.10(b)), and shall be further applied on a pro rata basis (ii) then, to the first eight extent of any remaining Installments of principal portion of the Term Loansmandatory prepayment amounts, to further permanently reduce the Extended Term Loans, Revolving Commitments ratably among the Other Term Loans and Revolving Lenders to the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsfull extent thereof.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansAPPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, PROVIDED that in the absence of such direction, in direct order of maturity). If the Borrowers fail event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, FIRST to repay outstanding Swing Line Loans to the full extent thereof; second, SECOND to repay outstanding Revolving Loans to the full extent thereof; , and thirdTHIRD to repay outstanding Term Loans to the full extent thereof. Unless otherwise specified by Company in the applicable notice of prepayment, any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), in accordance with the outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the outstanding principal amounts thereof) to the first eight remaining Installments each scheduled installment of principal of the Term Loans, the Extended Term Loans, the Other Tranche B Term Loans set forth in subsection 2.4A(ii) that is unpaid at the time of such prepayment. Notwithstanding anything under this subsection 2.4B(iv)(a) to the contrary, Tranche B Term Lenders shall have the option to waive their rights to receive any voluntary prepayment pursuant to subsection 2.4B(i) (a "WAIVABLE VOLUNTARY PREPAYMENT"). In the event any such Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Voluntary Prepayment, (1) such Tranche B Term Lender shall so advise Administrative Agent in writing no later than the close of business on the Business Day following the date it receives notice of the prepayment from Administrative Agent and (2) upon receipt of such written advice from such Tranche B Term Lender, Administrative Agent shall apply the Incremental amount so waived by such Tranche B Term Lender to prepay Tranche B Term Loans held by Lenders which did not waive their right to such prepayment (pro rata in direct order of maturity, accordance with the outstanding principal amounts thereof) and then to the Revolving Loans (without any corresponding reduction in Revolving Loan Commitments); PROVIDED that in the event that prepayment of Tranche B Term Loans held by Lenders not waiving their right to prepayment and of Revolving Loans does not exhaust the amount specified by Company in the applicable notice of prepayment, Administrative Agent shall apply any remaining amount to repay all other Tranche B Term Loans on a pro rata basis (in accordance with the outstanding principal amounts thereof). Company shall use its best efforts to all notify Administrative Agent (which shall promptly notify the Tranche B Term Lenders) of any Waivable Voluntary Prepayment at least three Business Days prior to the payment to Administrative Agent of such remaining InstallmentsWaivable Voluntary Prepayment.

Application of Prepayments. (a) Application Subject to the terms of Voluntary Prepayments by Type of Loans. Any prepayment of the ABL Intercreditor Agreement, any Loan prepayments pursuant to Section 2.13(a1.8(c), 1.8(d) or 1.8(e) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Initial Loans, the any Incremental Term Loans, the Extended Term Loan and any Other Loans and the Other Term Loans under any Refinancing Amendment on a pro rata basis based on the outstanding principal balances thereof in accordance with Section 1.10(b), subject to any additional restrictions affecting any such Other Loans under any applicable Permitted Refinancing Intercreditor Agreement or other intercreditor or subordination agreement; provided, further, that any prepayment of the Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided that, so long as no Event of Default shall have occurred and be continuing at the time of such prepayment, the Borrowers may elect that, for a period not to exceed 30 days, the remainder of such prepayments not applied to prepay Base Rate Loans be deposited in a non-interest-bearing collateral account pledged to, and under the exclusive control of, the Agent to secure the Obligations and applied thereafter to prepay the LIBOR Rate Loans until the last day of the next expiring Interest Period of such LIBOR Rate Loans so prepaid (provided that (x) interest shall continue to accrue on such LIBOR Rate Loans in respect of which such deposit was made at the rate otherwise applicable under this Agreement to such LIBOR Rate Loans until such deposit is applied to prepay such LIBOR Rate Loans, and (y) immediately upon the occurrence of an Event of Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and immediately used by the Agent to prepay the LIBOR Rate Loans in accordance with the respective outstanding principal amounts thereof) (unless any Lenders relevant terms of this Agreement). Together with each prepayment under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loansthis Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed Borrowers shall pay any amounts required pursuant to Section 10.4 hereof. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment pursuant to Section 1.8(c) or Section 1.8(e) above. Any such prepayment amount declined by a Lender (a “Declined Amount”) may be retained by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsBorrowers.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e), (f) or (g) shall be applied as specified by first to the Borrowers Term Loans to reduce scheduled prepayments required under Section 2.09, first, in direct order to such scheduled prepayments due on the applicable notice of prepayment; provided, any next four Term Loan Repayment Dates occurring following such prepayment of the Term Loansand, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (among the prepayments remaining to be made on each other Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other LIBOR Term Loans or Incremental Term LIBOR Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal LIBOR Loans on the last day of the Term then next-expiring Interest Period for LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(aSECTION 5.11(B) shall be applied as specified by first to the Borrowers in the applicable notice of prepayment; provided, any such prepayment outstanding principal of the Term Loan A and Term Loan B and, if the Acquisition Facility Termination Date has occurred, the Acquisition Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis and ratably as to the remaining installments thereof to the extent of such Loans, and then to the outstanding principal of Term Loan C, EXCEPT that Net Proceeds of (in accordance i) Asset Dispositions of property acquired with the respective proceeds of Acquisition Loans, will be applied, whether before or after the Acquisition Facility Termination Date, first to repay the outstanding principal amounts thereof) of the Acquisition Loans ratably as to the remaining installments (unless any Lenders under any such Class incurred after if the Closing Acquisition Facility Termination Date elect to be prepaid on a less than ratable basis) and (yhas occurred) to the remaining Installments extent of such Loans and then pro rata to Term Loan A and Term Loan B, and after such application, to the outstanding principal of Term Loan C to the Term Loans, extent thereof and (ii) the Extended Term Loans, Borrowers may direct the Other application of the Net Proceeds of the disposition of the Southern Woodx xxxiness to repay such Term Loans and the Incremental Term Acquisition Loans as directed by it may specify, ratably as to remaining installments of such selected Loans. Payments shall be first applied to Base Rate Loans to the Borrowers (orextent thereof and then to Eurodollar Rate Loans within each Facility and any payments received which would otherwise result in prepayment of such Eurodollar Rate Loans prior to the end of the Interest Period applicable thereto may, upon the request of the Borrowers, in the absence of such directionan Event of Default, be deposited to the Cash Collateral Account or any Investment Account, with any excess after prepayment in direct order full of maturity). If the Borrowers fail to specify the Loans to which be deposited with the Administrative Agent to be held as Cash Collateral for the Secured Obligations and after the Termination Date, to be applied to any of the Secured Obligations in such prepayment manner as the Administrative Agent shall be applieddetermine in its sole discretion. Any Net Proceeds received after all Term Loans and all Acquisition Loans have been repaid, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Swingline Loans and then to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Credit Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless but without any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans reduction in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsCommitments.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) a Borrowing shall be applied as specified by to prepay the Borrowers Loans in the applicable notice inverse order of prepayment; providedmaturity, any such subject to the provisions of this Section 2.10(h). Amounts to be applied pursuant to this Section 2.10 to the prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the Term reduce outstanding ABR Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 1.10(c), any Loan prepayments pursuant to Section 2.13(a1.8(c), 1.8(d) or 1.8(e) shall be applied as specified by first to prepay the Borrowers in the applicable notice next four (4) installments of prepayment; provided, any such prepayment each tranche of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionif any, in direct order of maturitymaturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement; provided, however, to the extent Agent receives a prepayment in excess of $3,500,000 pursuant to Section 1.8(c) as a result of any Disposition or Event of Loss (or any series of related Dispositions or Events of Loss), Agent may elect, in its sole discretion, to first apply such Net Proceeds to prepay outstanding LIFO Revolving Loans (without permanent reduction of the Aggregate LIFO Revolving Loan Commitments). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required to be made pursuant to clauses (c), (d) and (e) of this Section 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the Borrowers fail time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to which be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment shall be appliedof such Term Loans. To the extent permitted by the foregoing sentence, such prepayment amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as follows: first, cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such amounts are intended to repay outstanding Swing Line Loans to the until such amounts are used in full extent thereof; second, to repay outstanding Revolving Loans such Loans) and then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the full extent thereof; and third, to prepay last day of the Term Loansapplicable Interest Period. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) 2.10(h), subject to the provisions of this Section 2.10(g). Any mandatory prepayments of Term Loans pursuant to this Section 2.10 shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled prepayments required under Section 2.09 on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect prepayments remaining to be prepaid made on a less than ratable basis) and (y) each Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Term Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay outstanding Swing Line Loans to the until such Excess Amount shall have been used in full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other such Term Loans and (ii) at any time while a Default has occurred and is continuing, the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis)Administrative Agent may, and shall be further applied upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis deposit to the first eight remaining Installments payment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental such Term Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (ai) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(i), subject to the provisions of this Section 2.10(h). Mandatory prepayments will first be applied as specified by to the Borrowers in then outstanding Term Loans to reduce scheduled prepayments with respect thereto required under Section 2.09(a), first, to such scheduled prepayments with respect thereto due on the applicable notice of prepayment; provided, any Term Loan Repayment Date occurring within the 12 months following such prepayment of the Term Loansand, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance among the prepayments with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect respect thereto remaining to be prepaid made on a less than ratable basis) and (y) to the remaining Installments of principal of the each other Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity)Loan Repayment Date. If the Borrowers fail to specify the Loans to which any such prepayment shall Optional prepayments will be applied, such prepayment at the option of the Borrower (which option shall be applied as follows: set forth in the notice referred to in the first sentence of this paragraph), to (a) repay then outstanding Tranche A-1 Revolving Loans or (b) the then outstanding Term Loans to reduce scheduled prepayments with respect thereto required under Section 2.09(a), first, to repay outstanding Swing Line Loans to such scheduled prepayments with respect thereto due on the full extent thereof; Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended among the prepayments with respect thereto remaining to be made on each other Term Loans, Other Term Loans or Incremental Loan Repayment Date. If the then outstanding Term Loans have elected to be paid on a less than ratable basis)been repaid in full, mandatory and optional prepayments made shall be further applied on a pro rata basis to repay then outstanding Tranche A-1 Revolving Loans and following such repayment, at the option of Borrower, which option shall be specified in the notice referred to in the first eight remaining Installments sentence of principal of this paragraph, to repay Second Lien Loans. If the Term Loans, the Extended Term Loans, the Other then outstanding Term Loans and Second Lien Loans have been repaid in full in accordance with the Incremental Term prepayment priorities set forth above in the immediately preceding sentence, mandatory and optional prepayments made shall be applied to repay then outstanding Tranche A-1 Revolving Loans, which repayment, in the case of a mandatory prepayment only, shall also result in Tranche A-1 Revolving Commitments being reduced ratably among the Tranche A-1 Revolving Lenders in accordance with their applicable Tranche A-1 Revolving Commitments in an aggregate amount equal to the amount applied toward such prepayment and to repay Loans thereunder and/or cash collateralize Letters of Credit in direct order accordance with Section 2.18(i), in each case, in an amount equal to the excess of maturity, the aggregate amount of such Loans and then on a pro rata basis to all such remaining InstallmentsLetters of Credit over the Commitment thereunder as so reduced.

Application of Prepayments. Amounts paid under the immediately preceding subsection (ac)(i) Application shall first be applied to pay all amounts of Voluntary Prepayments by Type principal outstanding on the Swingline Loans, and then to all outstanding Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of LoansCredit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. Any prepayment Amounts payable in respect of any Loan pursuant to the Term Loans under the immediately preceding subsections (c)(ii) (other than Net Cash Proceeds from a Property Release) and (c)(iii) and under Section 2.13(a2.15.(a) shall be applied as to the outstanding principal amount of the Term Loans without reduction of any of the scheduled installments of principal thereof payable under Section 2.7.(b). Voluntary prepayments of the Term Loans pursuant to the immediately preceding subsection (a) shall be applied to the remaining scheduled installments of principal thereof payable under Section 2.7.(b) in a manner determined at the discretion of the Borrower and specified by the Borrowers in the applicable notice of prepayment; providedprepayment (and absent such direction, any in direct order of maturity) and the Allocated Balances for all Mortgaged Properties at such prepayment time shall be reduced pro rata by the amount of such voluntary prepayments. Prepayments of the Term Loans, Loans resulting from a Property Release under Section 2.15. and attributable to the Incremental Term Loans, amount of the Extended Term Loans Release Price of the applicable Mortgaged Property in excess of the Allocated Balance for such Mortgaged Property and the Other Term Loans any additional amounts which constitute Net Cash Proceeds resulting from a Property Release shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal thereof payable under Section 2.7.(b) in a manner determined at the discretion of the Term Loans, the Extended Term Loans, the Other Term Loans Borrower and the Incremental Term Loans as directed by the Borrowers (or, specified in the absence Borrower’s notice of such Property Release provided pursuant to Section 2.15. (and absent such direction, in direct order of maturity). If the Borrowers fail Borrower is required to specify the pay any outstanding LIBOR Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans by reason of this Section prior to the full extent thereof; second, to repay outstanding Revolving Loans to end of the full extent thereof; and third, to prepay the Term Loansapplicable Interest Period therefor, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders Borrower shall pay all amounts due under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 4.4.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied, at the option of Borrower (which option shall be set forth in the notice referred to in the first sentence of this clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied as specified by to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due for the Borrowers in the applicable notice of prepayment; provided, any next four Term Loan Repayment Dates following such prepayment of the Term Loansand, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (among the prepayments remaining to be made on each remaining Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers Borrower (except in respect of the applicable notice Initial Term Loan and the 2019 Term Loans, prepayments of prepayment; providedwhich shall be applied pro rata among each such Tranche). Any prepayments pursuant to Section 2.10(c), any such prepayment (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loans, the Incremental Term Loans, the Extended Loan (or any equivalent provision applicable to any Tranche of Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionDate), in direct order of maturity). If After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the Borrowers fail to specify the Loans to which any extent there are mandatory prepayment amounts remaining after such prepayment application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, as follows: firstapplicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and the Excess Amount shall be either, at the election of the Borrower, (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the Incremental denominator of which is the sum of the outstanding principal amount of Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c), (e) or (f) and shall the outstanding principal amount of such Applicable Other Indebtedness required to be further applied on a pro rata basis prepaid pursuant to the first eight remaining Installments corresponding provisions of principal of the Term Loans, the Extended Term Loans, the such Applicable Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsIndebtedness.

Application of Prepayments. (aSubject to Section 1.10(c) Application of Voluntary Prepayments by Type of and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan or in any amendment with respect to Incremental Term Loans. Any prepayment of , or pursuant to the agreements governing Incremental Equivalent Indebtedness, or as otherwise provided herein, any Loan prepayments pursuant to Section 2.13(a1.8(c) or 1.8(d) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the installments of each Class of Term LoansLoan, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionif any, in direct order of maturitymaturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans), second to prepay outstanding Swing Loans without permanent reduction of the Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.5; provided that in no event shall any Incremental Term Loans or the refinancing of any thereof be permitted to be voluntarily or mandatorily prepaid pursuant to Section 1.7 or Section 1.8, as applicable, prior to the repayment in full of the then outstanding Term Loans unless accompanied by at least a ratable repayment of such Term Loans. If To the Borrowers fail to specify extent permitted by the Loans to which any such prepayment shall be appliedforegoing sentence, such prepayment amounts prepaid shall be applied as follows: first, first to repay any Base Rate Loans then outstanding Swing Line and then to outstanding LIBOR Rate Loans to with the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loansshortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. All prepayments of the Loans required by SECTION 2.13 (aother than subparagraph (c) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(athereof) shall be applied as specified by FIRST, to all fees and expenses then due and payable to the Borrowers in Agent or the applicable notice Lenders pursuant to the terms of prepayment; providedthis Agreement and the other Loan Documents, SECOND, to any such prepayment of interest then due and payable on the Term Loans, THIRD, to prepay the Incremental Term Loans until the Term Loans shall have been repaid in full, together with accrued and unpaid interest thereon, FOURTH, to any interest then due and payable on the Revolving Loans, FIFTH, to prepay the Extended Revolving Loans until such Revolving Loans shall have been repaid in full, together with accrued and unpaid interest thereon, and SIXTH, to all other outstanding Obligations then due and payable. Simultaneously with any prepayment of the principal amount of the Term Loans and pursuant to the Other preceding sentence, each Lender's Term Loan Commitment shall be permanently reduced by such Lender's Pro Rata Share of such prepayment. Prepayments of the Revolving Loans made pursuant to this Section shall not affect any Lender's Revolving Loan Commitment. All prepayments of the Term Loans shall be applied (x) to prepay the installment thereof due on the Term Loans, the Incremental Term Loans, the Extended Term Loans Loan Maturity Date and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) then to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, installments thereof in the absence of such direction, in direct inverse order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (ai) Application of Voluntary Prepayments Any prepayments made by Type of Loans. Any prepayment of any Loan the Borrower pursuant to Section 2.13(aSections 5.3(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x5.3(b) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereofor 5.3(c) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment above shall be applied as follows: first, to repay outstanding Swing Line Loans Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the full extent thereofLoan Documents; second, to repay outstanding Revolving Loans all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lender then due and payable pursuant to any of the Loan Documents, pro rata to the full extent thereofLenders and the Issuing Lender based on their respective Ratable Shares of such fees and expenses; and third, to prepay the Term Loansinterest and fees then due and payable hereunder, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments Lenders based on their respective Ratable Shares of such interest and fees; fourth, to the principal balance of the Term Loans until the same shall have been paid in full, pro rata to the Lenders based on their Ratable Shares thereof, and applied to the remaining principal installments thereof (including the installment due on the Term Loan Maturity Date thereof) in the inverse order of scheduled maturities; fifth, to the principal balance of the Swingline Loans, until the Extended Term same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the Other Term Loans same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Credit Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the Letter of Credit Obligations of such date plus any accrued and unpaid fees thereon. The Revolving Credit Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Potential Default or an Event of Default has occurred and is continuing and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsRequired Lenders so request.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Amounts to be applied pursuant to this Section 2.13(a) 2.03 shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedto reduce scheduled principal payments under Section 2.05, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; next four unpaid scheduled principal installments of Loans, and second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all remaining scheduled principal installments of the Loans including the installment due on the Maturity Date. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such remaining Installmentsapplication shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans and deposit the Excess Amount in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower; provided that (i) the Excess Amount shall be applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; (ii) interest in respect of the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which the Excess Amount is intended to repay until the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; (iii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to the Excess Amount; and (iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 3.05.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(f), subject to the provisions of this Section 2.10(e). After application of mandatory prepayments of Term Loans described above in this Section 2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All amounts required to be paid pursuant to Section 2.13(a3.3(b)(i) shall be applied as specified by first to Revolving Loans and second to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Sections 3.3(b)(ii), (iv), and (v) above shall be applied first, pro rata to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Tranche A Term Loans and the Other Tranche B Term Loans and within each tranche pro rata with respect to each remaining Principal Amortization Payment, until the Term Loans have been paid in full, second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount), and third, to a cash collateral account in respect of LOC Obligations. All amounts required to be paid pursuant to Section 3.3(b)(iii) above shall be applied first, pro rata to (xi) to prepay the Term Loans, the Incremental Term Loans, the Extended outstanding Tranche A Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and within each tranche pro rata with respect to each remaining Principal Amortization Payment, and (ii) the Incremental Term outstanding Revolving Loans as directed by the Borrowers (or, with a corresponding reduction in the absence Revolving Committed Amount), and second, to a cash collateral account in respect of such directionLOC Obligations. Within the parameters of the applications set forth above, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment prepayments shall be applied as follows: first, first to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Base Rate Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected then to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Eurodollar Loans in direct order of maturityInterest Period maturities. All prepayments hereunder shall be subject to Section 3.14 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), and then on a (iii), (iv), or (v) to the extent there are sufficient Tranche A Term Loans outstanding to be paid with such prepayment, in which case such declined prepayments shall be allocated pro rata basis to all among the Tranche A Term Loans and the Tranche B Term Loans held by Lenders accepting such remaining Installmentsprepayments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Tranche B Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied as specified by the Borrowers ratably to each Class of Tranche B Loans to reduce scheduled repayments required under Section 2.09 in the applicable notice inverse order of prepayment; provided, any such prepayment maturity. Any prepayments of the Term Loans, the Incremental Term Loans, the Extended Term Tranche B Loans and the Other Term Loans pursuant to Section 2.10(a) shall be applied (xto reduce scheduled repayments as Borrower shall direct. Any prepayments of Tranche B Loans pursuant to Section 2.10(e) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders reduce scheduled repayments required under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied Section 2.09 on a pro rata basis to each Class of Tranche B Loans. Any prepayments pursuant to Section 2.10(c), (d), (f) or (g) shall be applied first to prepay Tranche B Loans pro rata to each Class of Tranche B Loans. After application of mandatory prepayments of Tranche B Loans described above in this Section 2.10(h) and to the first eight extent there are mandatory prepayment amounts remaining Installments of principal of the Term Loansafter such application, the Extended Term LoansClass X- 0 Revolving Commitments shall be permanently reduced ratably among the Class A-2 Revolving Lenders in accordance with their applicable Class A-2 Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10 to the Other prepayment of Tranche B Loans and Class A-2 Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and the Incremental ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay LIBOR Term Loans or LIBOR Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in direct order excess of maturitythe amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of LIBOR Loans on the last day of the then next-expiring Interest Period for LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis deposit to all the payment of such remaining InstallmentsLoans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any Extended Term Loan or Extended Revolving Loan, any prepayments pursuant to Section 2.13(a2.8(c) or 2.8(d) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the next eight installments of each Class of Term LoansLoan, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionif any, in direct order of maturity and then to prepay all remaining installments thereof (including the final payment due at maturity)) pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 8.4. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any Class of Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the Borrowers fail time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to which be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment shall of such Loans. Any Declined Proceeds may be appliedretained by the Borrower. To the extent permitted by the foregoing, such prepayment amounts prepaid shall be applied as follows: first, first to repay any Base Rate Loans then outstanding Swing Line and then to outstanding SOFR Loans to with the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loansshortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 11.4 hereof.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied as specified by the Borrowers pro rata amongst each Tranche of outstanding Term Loans (other than in the applicable notice case of prepayment; providedCredit Agreement Refinancing Indebtedness, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans which shall be applied (xto the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to prepay the Term Loans, the Incremental Term Loans, the Extended accrued interest and fees with respect to Term Loans being prepaid and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) second, to the remaining Installments of principal of the Term Loans, . Amounts to be applied pursuant to Section 2.10(h) to the Extended Term Loans, the Other Term prepayment of Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f). Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, the Extended Permitted Debt Exchange Notes or any First Lien Credit Agreement Refinancing Indebtedness, First Lien Refinancing Term Loans, First Lien Refinancing Revolving Loans or First Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Term Loans Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the Incremental Term Loans on a extent necessary to accommodate any changes to the pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basissharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h) (it being understood that any mandatory prepayment shall be applied first to the Term Loans). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or(g) shall be applied as specified by to reduce scheduled prepayments required under Section 2.09, first, to such scheduled prepayments due on the Borrowers in Term Loan Repayment Dates occurring within the applicable notice of prepayment; provided, any 12 months following such prepayment of the Term Loansand, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect prepayments remaining to be prepaid made on a less than ratable basiseach Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and (y) to the extent there are mandatory prepayment amounts remaining Installments of principal after such application, such amounts shall be applied to the Revolving Loans without reduction of the Term Loans, Revolving Commitments. Amounts to be applied pursuant to this Section 2.10 to the Extended Term Loans, the Other prepayment of Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an "EXCESS AMOUNT"), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of All prepayments made pursuant to this Section 3.4 shall be applied first to any Prepayment Premium then due, then to accrued interest and Fees, and then to the principal outstanding in connection with the Revolving Loans. Any prepayment All mandatory prepayments of any Loan principal required to be made pursuant to Section 2.13(aSections 3.4(b)(i) or 3.4(b)(ii) shall be applied as specified by first to the Borrowers in Base Rate Loans, and then, after the applicable notice principal balances of prepaymentthe Base Rate Loans have been reduced to zero, to the LIBOR Loans and Australian Advances with the shortest remaining Interest Periods; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, the applicable Borrower may, at its option, place any such prepayment amounts that it would otherwise be required to use to prepay LIBOR Loans and Australian Advances on a day other than the last day of the Term LoansInterest Period therefor in an account (the "Prepayment Account") pledged to the Administrative Agent for the benefit of the Lenders until the end of such Interest Period, at which time such pledged amounts will be applied to prepay such LIBOR Loans and Australian Advances. Unless a Possible Default or Event of Default shall occur, the Incremental Term LoansAdministrative Agent shall, acting upon written instructions of the Extended Term Loans applicable Borrower, invest amounts placed in the Prepayment Account in Eligible Investments; provided, however, that the Administrative Agent shall not be liable for any action taken or omitted to be taken in connection with such investment activities (except for its own gross negligence or willful misconduct). Subject to the foregoing described pledge, all interest and earnings on amounts placed in the Other Term Loans Prepayment Account shall be applied (x) to prepay for the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal account of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsapplicable Borrower.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Mandatory prepayments pursuant to Section 2.13(aSections 2.10(c), (d) and (e) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of to the Term Loans, the any then-existing Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other any then-existing Replacement Term Loans on a pro rata basis (in accordance basis, and, with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect respect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans repayment installments thereof in direct order of maturity, and, with respect to any then-existing Incremental Term Loans, as set forth in the applicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in the applicable Replacement Term Loan Facility Amendment. Amounts to be applied pursuant to this Section 2.10 shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay EurodollarTerm SOFR Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (i) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of EurodollarTerm SOFR Loans on the last day of the then next-expiring Interest Period for such EurodollarTerm SOFR Loans (provided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (B) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis deposit to all the payment of such remaining InstallmentsLoans in an amount equal to such Excess Amount) or (ii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Parent Borrower shall select the borrowing or borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.08(h), subject to the provisions of this Section 2.08(g). Any prepayments pursuant to Section 2.08(c), (d), (e) or (f) shall be applied as specified by to reduce scheduled installments of Term Loans required under Section 3.01(b), first, to such scheduled prepayments due on dates occurring within the Borrowers in the applicable notice of prepayment; provided, any 12 months following such prepayment in direct order of the Term Loansmaturity and, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect installments remaining to be prepaid made on a less than ratable basiseach other term loan payment date. Prepayments pursuant to Section 2.08(a) and (y) shall be applied to the remaining Installments reduce scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in Parent Borrower. Amounts to be applied pursuant to this Section 2.08 to the absence prepayment of such direction, in direct order of maturity). If the Borrowers fail to specify the Term Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other LIBOR Term Loans or Incremental Term LIBOR Revolving Credit Loans, as applicable. Notwithstanding the fore- going, if the amount of any prepayment of Loans have elected to required under this Section 2.08 shall be paid on a less than ratable basisin excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepay- ment as is equal to the amount of such outstanding Base Rate Loans shall be further immediately prepaid and, at the elec- tion of the Parent Borrower, the Excess Amount shall be either (A) deposited in a deposit account over which the Collateral Agent has “control” (as defined in Article 9 of the UCC) pursuant to a control agreement entered into by the Parent Borrower, Collateral Agent and the other parties thereto in accordance with the Loan Documents, and applied on a pro rata basis to the first eight remaining Installments prepayment of principal LIBOR Loans on the last day of the Term then next-expiring Interest Period for LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate pro- vided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdmin- istrative Agent may, and upon written direction from the Other Term Loans and Majority Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis to- gether with any amounts owing to all such remaining Installmentsthe Lenders under Section 5.03.

Application of Prepayments. Holdings shall deliver to the Administrative Agent, no later than the date that is fifteen (15) Business Days prior to any prepayment required by subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case Holdings shall deliver the same as soon as practicable), a certificate of a Responsible Officer setting forth (a) Application in reasonable detail the calculation of Voluntary Prepayments by Type the amount of Loanssuch prepayment and (b) the anticipated prepayment date therefor (which information the Administrative Agent shall promptly provide to the Lenders). Any amount required to be applied as a prepayment of any Loan Term Loans pursuant to Section 2.13(asubclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, Loans (and shall be applied to prepay the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis ratable basis); provided that any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least five (5) Business Days prior to the applicable prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined will be contributed to Opco as permitted by the terms of this Agreement. Any voluntary prepayments pursuant to subsection 2.4B(i) and any amount required to be applied as a prepayment of Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Term Loans of the Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity)Pro Rata Shares. If the Borrowers fail to specify the Loans to which any Each such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans made subject to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments requirements of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.subsection 2.6D.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (e), (f) or (g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled prepayments required under Section 2.09 on a pro rata basis (among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an "EXCESS AMOUNT"), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.05(a), subject to the provisions of this Section 2.05(c). Amounts to be applied as specified by pursuant to this Section 2.05 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Revolving Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Base Rate Revolving Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Rate Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.05 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 3.05.

Application of Prepayments. (a) Application Mandatory prepayments shall be applied, first, to any Term Loans outstanding and, second, after the Term Loans outstanding have been prepaid in full, to the Revolving Loans outstanding, without any reduction of Voluntary Prepayments by Type the Revolving Commitments, and third to cash collateralize all outstanding Letters of LoansCredit in accordance with the procedures set forth in Section 2.18(i), without any reduction of the Revolving Commitments. Any Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of any Loan such prepayment pursuant to Section 2.13(a2.10(h), subject to the provisions of this Section 2.10(g). In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term B Loans and each other Class of Incremental Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Notwithstanding the foregoing any Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans, pursuant to this Section 2.10, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Loan Lender that initially accepted such mandatory prepayment. Any amounts rejected by such Lenders shall be retained by or repaid to Borrower. Any prepayments of Term Loans of any Class (i) pursuant to Section 2.10(c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, first, in direct order to such scheduled repayments due on the next eight Term Loan Repayment Dates for such Class of Term Loans occurring following such prepayment and, second, on a pro rata basis among the repayments remaining to be made on each other Term Loan Repayment Date for such Class of Term Loans or (ii) pursuant to Section 2.10(a) shall be applied as specified directed by Borrower. Amounts to be applied pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and then, at the election of Borrower only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms reasonably satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the borrowing or borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.08(h), subject to the provisions of this Section 2.08(g). Any prepayments pursuant to Section 2.08(a), (c), (d), (e) or (f) shall be applied as specified by to reduce scheduled installments of Term Loans required under Section 3.01(b), first, to such scheduled prepayments due on dates occurring within the Borrowers in the applicable notice of prepayment; provided, any 12 months following such prepayment in direct order of the Term Loansmaturity and, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect installments remaining to be prepaid made on a less than ratable basis) and (y) each other term loan payment date. Amounts to be applied pursuant to this Section 2.08 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other LIBOR Term Loans or Incremental Term LIBOR Revolving Credit Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.08 shall be paid on a less than ratable basisin excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be further applied immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms reasonably satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal LIBOR Loans on the last day of the Term then next-expiring Interest Period for LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Majority Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 5.03.

Application of Prepayments. (a) Application of Voluntary Prepayments Mandatory prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) Borrowers shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedfirst, to repay or prepay their respective Swingline Loans, without any such prepayment reduction of the Term Swingline Commitment, second, to repay or prepay Revolving Loans, without any reduction of the Incremental Term LoansRevolving Commitment, the Extended Term Loans and the Other Term Loans shall be applied (x) third, to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (cash collateralize outstanding Letters of Credit in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect procedures set forth in Section 3.2. Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.22 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Revolving Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Domestic Rate Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Rate Loans. [Notwithstanding the foregoing, if the amount of any prepayment of Advances required under this Section 2.22 shall be in excess of the amount of the Domestic Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding Domestic Rate Loans shall be immediately prepaid and, at the election of the applicable Borrower, the Excess Amount shall be either (A) deposited in a cash collateral account on terms satisfactory to the Agent and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for the applicable Eurodollar Rate Loans, as the case may be; provided that interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Advances which such Excess Amount is intended to repay outstanding Swing Line Loans until such Excess Amount shall have been used in full to repay such Advances or (B) applied to the full extent thereof; second, to repay outstanding Revolving immediate repayment of Eurodollar Rate Loans (first to the full extent thereof; and thirdEurodollar Rate Loans with the next expiring Interest Periods), together with any amounts owing to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisSection 2.2(f), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.] [PNC is confirming it can do this operationally]

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan amount required to be paid pursuant to Section 2.13(a2.12 (other than Section 2.12(e)) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, follows (without any such prepayment permanent reduction of the Term LoansRevolving Commitments): first, the unless otherwise provided in any applicable Incremental Term Loans, the Extended Term Loans Amendment and the Other Term Loans so long as no Default or Event of Default shall be applied (x) continuing, to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which and any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans fees or interest with respect thereto) to the full extent thereof; second, to repay prepay outstanding Revolving reimbursement obligations with respect to Letters of Credit; third, to prepay any Swingline Loans to the full extent thereof; and thirdfourth, subject to Section 2.12(f), to prepay the Revolving Loans and, if a Default or Event of Default shall be continuing, any Incremental Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the full extent thereof; and fifth, if an Event of Default shall have occurred and be continuing, to provide Cash Collateral for undrawn Letters of Credit; provided that such Cash Collateral shall be subsequently released and returned to Borrower (i) at such time as such Event of Default is no longer continuing and (ii) if such Event of Default is continuing, (x) in proportion to any reductions in the maximum exposure with respect to such Letters of Credit and (y) in full upon the termination and return of such Letters of Credit undrawn; provided that, (1) in the case of a release pursuant to clause (i) above, if any Obligations set forth in priority second are outstanding at the time of such release or (2) in the case of a release pursuant to clause (ii) above, if any Obligations set forth in priorities second through fourth are outstanding, then, such Cash Collateral shall first eight remaining Installments be applied to the repayment of principal of the Term Loanssuch Obligations, the Extended Term Loansas applicable, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.accordance with this Section 2.13(b). CREDIT AGREEMENT (PATTERN REVOLVER)

Application of Prepayments. (ai) Application In the event of Voluntary Prepayments by Type of Loans. Any any mandatory prepayment of any Loan Loans pursuant to Section 2.13(asubsections 2.8(b)(i), (ii) and (v), the proceeds shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedfollows: FIRST, any if such prepayment is made at a time when any part of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be appliedLoan remains outstanding, such prepayment shall be applied as follows: firstto the repayment of the Term Loan, to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the remaining scheduled installments of the Term Loan in the inverse order of maturity; and SECOND, after the Term Loan has been repaid in full, the amount of any mandatory prepayment shall be applied, to repay outstanding Swing Line Loans to the full extent thereof; secondRevolving Loans, and, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisprovide cash collateral for Total LC Exposure as specified in Section 2.4(h), and (A) with respect to any mandatory prepayment of Loans pursuant to subsections 2.8(b)(i) and (ii), with a corresponding increase in Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments and (B) with respect to any mandatory prepayment of Loans pursuant to subsection 2.8(b)(v), (x) so long as no Default or Event of Default shall have occurred and be further applied on continuing, with a pro rata basis to corresponding increase in the first eight remaining Installments of principal of Availability Block, but no permanent reduction in the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturityRevolving Credit Commitments, and then on (y) if a pro rata basis to all such remaining InstallmentsDefault or Event of Default shall have occurred and be continuing, with a corresponding increase in the Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments.

Application of Prepayments. (aSubject to the last sentence of Section 2.05(c) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments first sentence of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orSection 2.05(d), in the absence event of such directionany optional or mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, in direct order the aggregate amount of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be allocated first to the Tranche A Loans and second to the Tranche B Loans. Any prepayments of Loans pursuant to this Section 2.05 shall not change the Borrowers obligation to pay the Monthly Amount on each Payment Date other than that no Monthly Amounts need to be paid after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid and no Monthly Amount need be in excess of the amount needed to pay the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan and, if applicable, the Tranche B Loan; provided, that, if the Tranche B Loan remains outstanding after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid, the Borrowers shall pay a Monthly Amount on each Payment Date equal to the accrued interest on the Tranche B Loan. Amounts to be applied pursuant to this Section 2.05 to the prepayment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any, of the applicable Class of Loans being paid. Any amounts remaining after each such prepayment application, if any, shall be applied to prepay Eurodollar Loans of the applicable Class of Loans being paid. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.05 shall be in excess of the amount of the applicable ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Lender and applied to the prepayment of applicable Eurodollar Loans on the last day of the then next-expiring Interest Period for such Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Lender may apply any or all proceeds then on deposit to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments payment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term such Loans in direct order of maturity, and then on a pro rata basis an amount equal to all such remaining InstallmentsExcess Amount or (B) prepaid immediately.

Application of Prepayments. (a) Application Any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Loans pursuant to Section 2.13(a2.10(c), (d), (e) or (f) shall be applied as specified by to reduce (1) any outstanding Revolving Loans ratably among the Borrowers Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess and (2) in the applicable notice of prepayment; provided, event any such mandatory prepayments of Revolving Loans are made pursuant to Sections 2.10(c) or (f) or, other than with respect to Permitted Unsecured Indebtedness, Section 2.10(d), the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such amount prepaid pursuant to clause (1) of this paragraph (h), and Borrower shall comply with Section 2.10(b). Optional prepayments of Revolving Loans pursuant to this Section 2.10 shall be applied first to reduce outstanding ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the Term Loansamount of the ABR Revolving Loans at the time outstanding, only the Incremental Term Loans, portion of the Extended Term Loans and amount of such prepayment as is equal to the Other Term amount of such outstanding ABR Revolving Loans shall be applied (x) to prepay immediately prepaid and, at the Term Loanselection of Borrower, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence balance of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such required prepayment shall be applied, such prepayment shall be either (A) deposited in the Collateral Account and applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding prepayment of Eurodollar Revolving Loans on the last day of the then next expiring Interest Period for Eurodollar Revolving Loans (with all interest accruing thereon for the account of Borrower) or (B) prepaid immediately, together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under Section 2.13. Notwithstanding any Extended Term Loanssuch deposit in the Collateral Account, Other Term interest shall continue to accrue on such Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsuntil prepayment.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers Borrower (except in the applicable notice of prepayment; provided, any such prepayment respect of the Initial Term LoansLoan and, the Incremental Term Loans, the Extended 2019 Term Loans and the Other 2020 Term Loans Loans, prepayments of which shall be applied pro rata among each such Tranche). Any prepayments pursuant to Section 2.10(c), (xd), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to prepay accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining principal amount of the Term Loans, the Incremental Term Loans, the Extended Loan (or any equivalent provision applicable to any Tranche of Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionDate), in direct order of maturity). If After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the Borrowers fail to specify the Loans to which any extent there are mandatory prepayment amounts remaining after such prepayment application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, as follows: firstapplicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and the Excess Amount shall be either, at the election of the Borrower, (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the Incremental denominator of which is the sum of the outstanding principal amount of Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c), (e) or (f) and shall the outstanding principal amount of such Applicable Other Indebtedness required to be further applied on a pro rata basis prepaid pursuant to the first eight remaining Installments corresponding provisions of principal of the Term Loans, the Extended Term Loans, the such Applicable Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsIndebtedness.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4A(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, FIRST to repay outstanding Revolving Loans to the full extent thereof, SECOND to repay outstanding Term Loans to the full extent thereof, and THIRD to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); and thirdPROVIDED that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Loans; PROVIDED FURTHER that, notwithstanding anything in the Term foregoing to the contrary, such voluntary prepayments of Revolving Loans shall be applied first to General Revolving Loans to the full extent thereof and then to Separated Funded Loans. Any mandatory prepayment pursuant to subsections 2.4A(ii)(a)-(f) shall be applied as set forth in such subsections; PROVIDED that all mandatory prepayments of the Revolving Loans shall be made ratably between Separated Funded Loans and General Revolving Loans in proportion to the respective principal amounts outstanding on the date of each such prepayment and the amount of any mandatory reduction of the Revolving Loan Commitments otherwise required by such subsections shall be reduced by the amount of the prepayments made on the Separated Funded Loans; PROVIDED FURTHER, if at the time of such mandatory prepayment, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), been repaid in full and the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect PLUS the Separated Funded Loans outstanding the amount by which such prepayment exceeds such amount shall be further applied on a pro rata basis to the first eight remaining Installments L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement)." The remainder of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentssubsection is unchanged.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.05(i), subject to the provisions of this Section 2.05(h). Any prepayments of Term Loans pursuant to Section 2.05(c), (d), (e), (f) or (g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled prepayments required under Section 2.07 on a pro rata basis (among the prepayments remaining to be made on the Term Loans. After application of mandatory prepayments of Term Loans described above in this Section 2.05(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect Borrowers shall comply with Section 2.05(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.05 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Rate Term Loans or Incremental Term Eurodollar Rate Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.05 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an "Excess Amount"), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms reasonably satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 3.05.

Application of Prepayments. Except as provided in subsection 2.4C, (a1) Application any voluntary prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan the Loans made pursuant to Section 2.13(asubsection 2.4A and any Mandatory Payments made pursuant to subsection 2.4A(iii)(f) shall be applied as specified by first, to prepay the Borrowers Tranche A Loans to the full extent thereof and second, to the extent of any remaining portion of such amount, to prepay the Tranche B Loans and any other unreimbursed drawings under the Tranche B Letters of Credit to the full extent thereof and to permanently reduce the Tranche B Commitments in the applicable notice amount of such prepayment; provided(2) subject to subsection 2.4A(iv)(c), any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans Mandatory Payments made pursuant to subsections 2.4A(iii)(a) - (e) shall be applied first, to prepay the Tranche A Loans to the full extent thereof and to permanently reduce the Tranche A Commitments to the extent of 100% of the amount of such prepayment (to the extent such prepayment is applied to Tranche A Loans other than Tranche A Loss Sharing Loans), second, to the extent of any remaining portion of such amount, to prepay the Tranche B Loans and any other unreimbursed drawings under the Tranche B Letters of Credit to the full extent thereof and to permanently reduce the Tranche B Commitments in the amount of such prepayment, and third, to the extent of any remaining portion of such amount, to permanently reduce the Tranche A Commitments to the extent of 100% of such remaining amount (provided that no such reduction of the Tranche A Commitments shall reduce the Tranche A Commitments to an amount less than the sum of (x) the Tranche A Loss Sharing Sublimit (after giving effect to prepay any reduction thereto arising from the Term Loans, the Incremental Term Loans, the Extended Term repayment of outstanding Tranche A Loss Sharing Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect pursuant to be prepaid on a less than ratable basisclause "first" above) and (y) the Tranche A Letter of Credit Usage); and (3) any voluntary or mandatory prepayments required to the remaining Installments be applied to repay Tranche A Loans pursuant to clause (1) or (2) of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment this sentence shall be applied as follows: first, to repay outstanding Swing Line Tranche A Loans other than Tranche A Loss Sharing Loans, to the full extent thereof; , and second, to repay outstanding Revolving Loans Tranche A Loss Sharing Loans. Any remaining portion of such Mandatory Payment amounts after the foregoing application shall be held by Administrative Agent first, on behalf of Lenders as substitute collateral to secure the Obligations and second, to the full extent thereof; and thirdof any remaining portion of such amount, to prepay as additional adequate protection in respect of Prepetition Obligations, under the Term Loans, terms of the Extended Term Loans, the Other Term Loans Borrowing Orders and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsFirst Day Orders.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.09(d), subject to the provisions of this Section 2.09(c). Prepayments pursuant to Section 2.09(a) shall not be applied to reduce the Revolving Commitments, unless Borrowers elect to permanently reduce the Revolving Commitments in connection with any such prepayment (in which case such prepayments shall be applied as specified by to permanently reduce the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments, and Borrowers in shall comply with Section 2.09(b)). Amounts to be applied pursuant to this Section 2.09 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) first to prepay the Term reduce outstanding ABR Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.09 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.12.

Application of Prepayments. (a) Application Prior to any prepayment hereunder, the relevant Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied as specified by pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Revolving Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Revolving Loans shall be immediately prepaid and, at the election of the US Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); and thirdprovided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Additional Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis)if any) in accordance with their respective outstanding principal amounts at the time of payment, and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installments of principal of the Term LoansLoans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Extended Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to Base Rate Loans to the Other full extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Eurodollar Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the Incremental Term Loans in direct order principal amount so prepaid and shall be applied to payment of maturity, and then on a pro rata basis interest before application to all such remaining Installmentsprincipal.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) (or any equivalent provision applicable to any Tranche of Term Loans) shall be applied as specified by the Borrowers pro rata amongst each Tranche of outstanding Term Loans (other than in the applicable notice case of prepayment; providedCredit Agreement Refinancing Indebtedness, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans which shall be applied (xto the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to prepay the Term Loans, the Incremental Term Loans, the Extended accrued interest and fees with respect to Term Loans being prepaid and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) second, to the remaining Installments of principal of the Term Loans, . Amounts to be applied pursuant to Section 2.10(h) to the Extended Term Loans, the Other Term prepayment of Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such prepayment application shall be applied to prepay Eurocurrency RateSOFR Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurocurrency RateSOFR Loans on the last day of the then next-expiring Interest Period for Eurocurrency RateSOFR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrowers may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness. Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Permitted Debt Exchange Notes or any First Lien Credit Agreement Refinancing Indebtedness or First Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the Extended Term Loansapplicable Tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Term Loans Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the Incremental Term Loans on a extent necessary to accommodate any changes to the pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basissharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(k), subject to the provisions of this Section 2.10(j). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers in Borrower (including, for the applicable notice avoidance of prepayment; provideddoubt and notwithstanding anything to the contrary herein (including Section 2.14) to the extent directed to be applied to any specified Class of Term Loans (without any requirement that such application be made pro rata with any other Class of Term Loans)). Any prepayments pursuant to Section 2.10(c), any such prepayment (d), (e) and (f) shall be applied, first, to accrued interest and fees with respect to the Term Loans being prepaid and second, to the principal of the Term Loans, . Amounts to be applied pursuant to Section 2.10(j) to the Incremental Term Loans, the Extended Term Loans and the Other prepayment of Term Loans shall be applied (x) first to reduce outstanding ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay the Eurodollar Term Loans, as applicable. Notwithstanding the Incremental foregoing, if the amount of any prepayment of Term LoansLoans required under this Section 2.10 shall be in excess of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of the Borrower, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment Excess Amount shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.either

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled prepayments required under Section 2.09 on a pro rata basis (among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Amounts to be applied pursuant to this Section 2.03 to the prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the Term reduce outstanding Base Rate Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.03 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as follows: first, is equal to the amount of such outstanding Base Rate Loans and deposit the Excess Amount in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower; provided that (i) the Excess Amount shall be applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; (ii) interest in respect of the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which the Excess Amount is intended to repay outstanding Swing Line Loans until the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; (iii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; second, to repay outstanding Revolving payment of such Loans in an amount equal to the full extent thereofExcess Amount; and third(iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepay all of such Loans immediately, together with any amounts owing to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 3.05.

Application of Prepayments. Each prepayment of Loans pursuant to this Section 2.10(c), (ad), (f) Application of Voluntary Prepayments by Type of or (g) shall be applied ratably to the Tranche A Loans and Tranche B Loans. Any Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled installments of principal required under Section 2.09, (i) with respect of Tranche A Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date and (ii) with respect of Tranche B Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrowers. Subject to the Borrowers in first sentence of Section 2.10(h), amounts to be applied pursuant to this Section 2.10 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis Excess Amount shall be either (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such directionLoans in an amount equal to such Excess Amount or (B) prepaid immediately, in direct order together with any amounts owing to the Lenders under Section 2.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of maturity). If the Borrowers fail prepayment of Loans pursuant to specify the this Section 2.10, then such Eurodollar Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsB) above.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) above shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding Swing Line US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof; second, second to repay outstanding Revolving Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment pursuant to subsections 0-(d) above shall be applied as set forth in such subsections; provided that the US Revolving Loan Commitments and thirdMulticurrency Revolving Loan Commitment shall only be permanently reduced as provided for in subsections 2.4B(ii)(a) and (c) to the extent of, if any, an increase thereof after the Closing Date pursuant to prepay subsection 2.1A(vii); provided further that mandatory prepayments of the Term Loans shall be made among the Tranche A Term Loans, the Extended Tranche B Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Tranche C Term Loans, Other Tranche D Term Loans, Additional Term Loans or Incremental (if any) and Refinancing Term Loans have elected (if any) in a manner specified by Borrowers’ Agent (and if no such manner is specified, ratably in accordance with their outstanding principal amounts); and amounts applied to be paid on a less than ratable basis), and any particular tranche of Term Loans shall be further applied on a pro rata basis first to reduce the first eight remaining Installments scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B due within 12 months of such repayment and second to reduce all remaining installments pro rata (except for mandatory prepayments of Term Loans under subsection 0, which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Multicurrency Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Multicurrency Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Multicurrency Revolving Loans or Offshore Revolving Loans shall be applied first to Base Rate Loans of the Extended Term applicable Type to the full extent thereof before application to Eurocurrency Rate Loans or B/A Discount Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6D(iii). All prepayments of Eurocurrency Rate Loans, the Other B/A Discount Rate Loans, Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the Incremental Term Loans in direct order principal amount so prepaid and shall be applied to payment of maturity, and then on a pro rata basis interest before application to all such remaining Installmentsprincipal.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied as specified by to reduce the Borrowers scheduled payments required under Section 2.09 equally among each of the payments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable notice of prepayment; providedRevolving Commitments in an aggregate amount equal to such excess, any such and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10 to the prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an "Excess Amount"), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.03(d), subject to the provisions of this Section 2.03(c). Any prepayments pursuant to Section 2.03(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedto reduce scheduled prepayments required under Section 2.05, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line any scheduled principal installments of Loans to due within the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first following eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans quarters in direct order of maturity, and then second, on a pro rata basis to all remaining scheduled principal installments of the Loans. Any prepayments pursuant to Section 2.03(b) shall be applied to reduce scheduled prepayments required under Section 2.05 on a pro rata basis to all remaining scheduled principal installments of the Loans. Amounts to be applied pursuant to this Section 2.03 to the prepayment of Loans shall be applied to the Type of Loan and specific Borrowing or Borrowings designated by Borrower. Notwithstanding the foregoing, if any prepayment of Loans required under this Section 2.03 would result in Borrower incurring breakage costs under Section 3.05 (the “Affected Loans”), at the election of Borrower, the Affected Loans may be deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans (or such remaining Installmentsearlier date or dates as shall be requested by Borrower); provided that at any time while an Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the Administrative Agent shall apply any or all proceeds then on deposit to the payment of such Affected Loans.

Application of Prepayments. Each voluntary and mandatory prepayment and mandatory Commitment reduction pursuant to this Section 2.05 (ai) Application in the case of Voluntary Prepayments a mandatory prepayment or Commitment reduction required pursuant to Section 2.05(b)(ii) or Section 2.05(b)(iii), shall (x) if such prepayment or Commitment reduction event occurs prior to the Closing Date, first, permanently reduce the Term Commitments by Type an amount equal to the lesser of (i) the Net Cash Proceeds of the event triggering such reduction and (ii) the remaining Term Loan Commitments and second, after the Term Commitments have been reduced to zero, permanently reduce the Revolving Commitments by the remaining amount, if any, of such Net Cash Proceeds, and (y) if such prepayment or Commitment reduction event occurs on or after the Closing Date, first, be applied to prepay the Term Loans by an amount equal to the lesser of (i) the Net Cash Proceeds of the event triggering such prepayment and (ii) the remaining amount of the Term Loans outstanding and second, after the Term Loans have been prepaid in full, (A) permanently reduce the Revolving Commitments by the remaining amount, if any, of such Net Cash Proceeds and (B) be simultaneously applied to reduce any outstanding Revolving Loans by an amount equal to the lesser of the principal amount of such Revolving Loans and the amount of such reduction of Revolving Commitments pursuant to this clause (y), (ii) subject to Section 2.15, shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the applicable Class of Committed Loans and/or Commitments, as the case may be, and (iii) shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for such prepayment or reduction, plus, in the case of any Eurocurrency Loans, any amounts due to the Lenders under Section 3.05. Any prepayment of any Loan Term Loans pursuant to this Section 2.05 shall be applied to reduce the subsequent scheduled repayments of Committed Term Loans to be made pursuant to Section 2.13(a) shall be applied 2.07 as specified directed in writing by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (Borrower or, in the absence of if no such directiondirection has been provided, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Notwithstanding the foregoing any Term Loan Lender (each a “Declining Lender”) may elect, by written notice to the Administrative Agent at least three Business Days prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans, pursuant to Section 2.10(c), (d), (f) or (g) (each a “Declined Amount”) and Administrative Agent shall give notice to all Term Loan Lenders that are not Declining Lenders of the availability of such Declined Amount for application as an additional prepayment to the outstanding Term Loans held by such Term Loan Lenders, and within one Business Day’s receipt of such notice from Administrative Agent, each Term Loan Lender electing to receive all or a portion of the Declined Amount shall give Administrative Agent written notice of such election, and, on the prepayment date the Declined Amount shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any Administrative Agent among such prepayment of the electing Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans Loan Lenders on a pro rata basis (in accordance with pro rata being based on the respective outstanding percentage obtained by dividing the principal amounts thereof) (unless any amount of Term Loans held immediately prior to such mandatory prepayment by the relevant Term Loan Lender by the aggregate principal amount of Term Loans held immediately prior to such mandatory prepayment by Term Loan Lenders under any such Class incurred after the Closing Date elect that are not Declining Lenders and that have not declined to be prepaid on receive a less than ratable basis) and (y) to the remaining Installments of principal portion of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orDeclined Amount); provided that, in the absence event any portion of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which Declined Amount remains unapplied after any such prepayment application, such portion shall be appliedretained by Borrower. Any prepayments of Term Loans pursuant to Section 2.10(a), such prepayment (c), (d), (f) or (g) shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans reduce scheduled prepayments required under Section 2.09 on a pro rata basis (unless any Lenders under any Extended among the prepayments to be made on each remaining Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, Other respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (a) Application Any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a2.10(a), (c), (d), (e), (f) or (g) shall be applied as specified by to reduce scheduled prepayments required under Section 2.09 , first, to such scheduled prepayments due on the Borrowers in Term Loan Repayment Dates occurring within the applicable notice of prepayment; provided, any 12 months following such prepayment of the Term Loansand, the Incremental Term Loanssecond, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (among the prepayments remaining to be made on each other Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (aPrior to any optional or mandatory(i) Application prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(j), subject to the provisions of this Section 2.10(i). Subject to Section 2.10(k) shall below, all optional prepayments will be applied as specified by the Borrowers in the applicable notice pro rata amongst each Tranche of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loansand, the Incremental Term Loansif applicable, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans and, within each Tranche, as directed by the Borrowers Borrower (or, in the absence of and absent such direction, in direct order of maturitymaturity thereof). If Any prepayments pursuant to Section 2.10(b), (c), (d) and (e) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Borrowers fail to specify the Loans to which any such prepayment shall be appliedClosing Date), such prepayment shall be applied as follows: pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to repay outstanding Swing Line accrued interest and fees with respect to Term Loans to the full extent thereof; and, if applicable, Incremental Term Loans being prepaid and second, to repay outstanding Revolving Loans to reduce the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other remaining principal amount of such Term Loans and the Incremental Term Loans Loans. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c) or (e), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pro rata pari passu basis with the Liens securing the Obligations (unless any Lenders under any Extended Term Loans, the “Applicable Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis Indebtedness”) to the first eight remaining Installments of principal extent required pursuant to the terms of the Term Loansdocumentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loans, amount of the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.81 US-DOCS\121951479.16133960081.2

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansAPPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4A(i) shall be applied to the Loans as specified by the Borrowers may elect in the applicable their notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) delivered pursuant to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturitysubsection 2.4A(i). If In the Borrowers fail to specify the Loans to which any event that no such prepayment shall be appliedelection is made, such prepayment shall be applied as follows: first, FIRST to repay outstanding Acquisition Term Loans and Existing Term Loans to the full extent thereof, SECOND to prepay outstanding Swing Line Loans to the full extent thereof; second, and THIRD to repay prepay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other PROVIDED that any prepayment of Tranche B Term Loans and pursuant to this subsection 2.4A(iii) shall effect a corresponding reduction of Tranche B Commitments in accordance with clause 1 of the Incremental second paragraph of subsection 2.1A(ii)(b); PROVIDED FURTHER that any prepayment of Tranche D Term Loans on pursuant to this subsection 2.4A(iii) shall effect a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basiscorresponding reduction of Tranche D Commitments in accordance with clause 1 of the second paragraph of subsection 2.1A(ii)(d), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal . Any voluntary prepayments of the Term LoansLoans pursuant to subsection 2.4A(i) shall be applied proportionally to reduce the remaining Scheduled Existing Term Loan Repayment Amount, the Extended Term LoansScheduled Tranche A Repayment Amount, the Other Term Loans Scheduled Tranche B Repayment Amount, the Scheduled Tranche C Repayment Amount and the Incremental Term Loans in direct order of maturity, and then Scheduled Tranche D Repayment Amount on a pro rata basis to all such remaining InstallmentsPRO RATA basis.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(j), subject to the provisions of this Section 2.10(i). Subject to Section 2.10(k) shall below, all optional prepayments will be applied as specified by the Borrowers in the applicable notice pro rata amongst each Tranche of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loansand, the Incremental Term Loansif applicable, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans and, within each Tranche, as directed by the Borrowers Borrower (or, in the absence of and absent such direction, in direct order of maturitymaturity thereof). If Any prepayments pursuant to Section 2.10(b), (c), (d) and (e) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Borrowers fail to specify the Loans to which any such prepayment shall be appliedClosing Date), such prepayment shall be applied as follows: pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to repay outstanding Swing Line accrued interest and fees with respect to Term Loans to the full extent thereof; and, if applicable, Incremental Term Loans being prepaid and second, to repay outstanding Revolving Loans to reduce the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other remaining principal amount of such Term Loans and the Incremental Term Loans Loans. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c) or (e), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pro rata pari passu basis with the Liens securing the Obligations (unless any Lenders under any Extended Term Loansthe “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, Other Term Loans or Incremental Term Loans have elected in which case, the amount of the prepayment required to be paid on a less than ratable basis), and offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c) or (e) shall be further applied on a pro rata basis deemed to be the amount equal to the first eight remaining Installments product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c) or (e) and the denominator of which is the sum of the Term Loans, the Extended Term Loans, the Other Term outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c) or (e) and the Incremental Term Loans in direct order outstanding principal amount of maturity, and then on a pro rata basis such Applicable Other Indebtedness required to all be prepaid pursuant to the corresponding provisions of such remaining InstallmentsApplicable Other Indebtedness.

Application of Prepayments. Except as may be otherwise specified in any Refinancing Amendment (a) Application with respect to the Class of Voluntary Prepayments by Type Refinancing Term Loans or Refinancing Revolving Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans or Refinancing Revolving Loans, as the case may be, with respect of each other Class of Loans. Any ), each prepayment of any Loan Loans pursuant to Section 2.13(a2.11(g), (h), (j) or (k) shall be applied (A) first, to the Term Loans, ratably to each Class thereof (provided that any prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and (B) after all Term Loans have been repaid in full, to the Revolving Loans, with a simultaneous reduction of the Revolving Commitments in an equal amount. Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.11(m), subject to the provisions of Section 2.11(l). Any prepayments of Loans pursuant to Section 2.11(g), (h), (j) or (k) shall be applied to reduce scheduled installments of principal required under Section 2.10, (i) with respect of Term A Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.11(a) shall be applied as specified by Borrowers. Subject to the Borrowers in first sentence of this Section 2.11(l), amounts to be applied pursuant to this Section 2.11 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.11 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis Excess Amount shall be either (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.11, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such directionLoans in an amount equal to such Excess Amount or (B) prepaid immediately, in direct order together with any amounts owing to the Lenders under Section 2.14; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of maturity). If the Borrowers fail prepayment of Loans pursuant to specify the this Section 2.11, then such Eurodollar Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsB) above.

Application of Prepayments. (a) Application Any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Loans pursuant to Section 2.13(a2.10(c), (d), (e) or (f) shall be applied to reduce scheduled payments of Term B Loans required under Section 2.09(a) on a pro rata basis among the payments due on each Term B Loan Repayment Date based on the payments then due on each Term B Loan Repayment Date. After application of mandatory prepayments described above in this paragraph (h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Optional prepayments of Term B Loans pursuant to Section 2.10(a) shall be applied as specified designated by Borrower. Other amounts to be applied pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term B Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term B Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (A) deposited in the Collateral Account and applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; secondprepayment of Eurodollar Loans on the last day of the then next expiring Interest Period for Eurodollar Loans (with all interest accruing thereon for the account of Borrower) or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under Section 2.13. Notwithstanding any Extended Term Loanssuch deposit in the Collateral Account, Other Term interest shall continue to accrue on such Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsuntil prepayment.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers BorrowersBorrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers BorrowersBorrower (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail failBorrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); and thirdprovided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A1 Term Loans, the Extended Tranche B1Term Loans, Tranche C Term Loans, the Other Additional Term Loans (if any) and the Incremental Refinancing Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), if any) in accordance with their respective outstanding principal amounts at the time of payment and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to Base Rate Loans of the Extended Term Loansapplicable Type to the full extent thereof before application to Euro Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the Other amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Euro Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the Incremental principal amount so prepaid and shall be applied to payment of interest before application to principal. For purposes of this subsection 2.4B(iii), the outstanding principal balance of the French Tranche C2 Term Loans shall be deemed to be the Dollar Equivalent of the outstanding principal balance of such Term Loans as of the date of the applicable voluntary or mandatory prepayment to be applied to repay Term Loans in direct order accordance with this subsection 2.4B(iii). Amounts to be applied to French Tranche C2 Term Loans pursuant to this subsection 2.4B(iii) received by the Administrative Agent in Dollars shall be converted by the Administrative Agent into Euros at the Spot Rate on the date of maturity, and then on a pro rata basis to all such remaining Installmentsapplication.

Application of Prepayments. Except with respect to Loans incurred in connection with any Refinancing Amendment, mandatory prepayments shall be applied, first, to any Term Loans outstanding (a) Application of Voluntary Prepayments by Type of Loans. Any provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and, second, after the Term Loans outstanding have been prepaid in full, to the Revolving Loans outstanding, without any Loan reduction of the Revolving Commitments, and third to Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), without any reduction of the Revolving Commitments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.13(a2.10(h), subject to the provisions of this Section 2.10(g). In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term B Loans and each other Class of Incremental Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Notwithstanding the foregoing any Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans, pursuant to this Section 2.10, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Loan Lender that initially accepted such mandatory prepayment. Any amounts rejected by such Lenders shall be retained by or repaid to Borrower. Any prepayments of Term Loans of any Class (i) pursuant to Section 2.10(c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments for such Class of Term Loans or (ii) pursuant to Section 2.10(a) shall be applied as specified directed by Borrower. Amounts to be applied pursuant to this Section 2.10 to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Revolving Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and then, at the election of Borrower only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms reasonably satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (ai) Application of Voluntary Prepayments Any prepayments made by Type of Loans. Any prepayment of any Loan the Borrower pursuant to Section 2.13(aSections 5.3(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xor 5.3(c) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment above shall be applied as follows: first, to repay outstanding Swing Line Loans Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the full extent thereofLoan Documents; second, to repay outstanding Revolving Loans all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lender then due and payable pursuant to any of the Loan Documents, pro rata to the full extent thereofLenders and the Issuing Lender based on their respective Ratable Shares of such fees and expenses; and third, to prepay the Term Loansinterest and fees then due and payable hereunder, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments Lenders based on their respective Ratable Shares of such interest and fees; fourth, to the principal balance of the Term Loans until the same shall have been paid in full, pro rata to the Lenders based on their Ratable Shares thereof, and applied to the remaining principal installments thereof (including the installment due on the Term Loan Maturity Date thereof) in the inverse order of scheduled maturities; fifth, to the principal balance of the Swingline Loans, until the Extended Term same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the Other Term Loans same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Credit Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the Letter of Credit Obligations of such date plus any accrued and unpaid fees thereon. The Revolving Credit Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Potential Default or an Event of Default has occurred and is continuing and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsRequired Lenders so request.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan prepayments pursuant to Section 2.13(a1.7 or subsection 1.8(c) (other than prepayments of Revolving Loans pending reinvestment as set forth therein), 1.8(d) or 1.8(f) shall be applied in permanent reduction of the Revolving Loan, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender's ratable share of the aggregate of principal repaid, effective as specified of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder; PROVIDED, HOWEVER, that prepayments pursuant to Section 1.8(c) shall not result in a permanent reduction of the Revolving Loan Commitment if (i) the Borrower has complied with Section 5.2 in respect thereof, including, without limitation, by delivering to the Agent a replacement Borrowing Base Certificate setting forth the calculation of the "Borrowing Base" after giving effect to each underlying Disposition and Event of Loss, (ii) at the request of the Agent, an appraisal of the remaining equipment, machinery and/or real Property to be included in such "Borrowing Base" has been undertaken within sixty (60) days of the date of any such Disposition and Event of Loss, which request shall be made, if ever, by the Borrowers Agent within a reasonable period after the date upon which the Borrower shall have notified the Agent in writing of such Disposition or Event of Loss, and (iii) the applicable notice of prepayment; provided, any Indenture does not otherwise require such prepayment application to result in a permanent reduction of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans Revolving Loan Commitment. Any prepayments pursuant to subsection 1.8(g) shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal Revolving Loan (without a corresponding reduction of the Term Loans, Revolving Loan Commitment of any Lender). To the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed extent permitted by the Borrowers (orforegoing sentences, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment amounts prepaid shall be applied as follows: first, first to repay any Base Rate Loans then outstanding Swing Line and then to outstanding LIBOR Rate Loans to with the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loansshortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Parent Borrower (aon behalf of itself and the Subsidiary Borrower) Application shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled installments of principal required under Section 2.09, first, in direct order to such scheduled installments of principal due on the next four Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. Any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Parent Borrower (on behalf of itself and the Borrowers in Subsidiary Borrower). Amounts to be applied pursuant to this Section 2.10 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Parent Borrower, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis Excess Amount shall be either (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such directionLoans in an amount equal to such Excess Amount or (B) prepaid immediately, in direct order together with any amounts owing to the Lenders under Section 2.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of maturity). If the Borrowers fail prepayment of Loans pursuant to specify the this Section 2.10, then such Eurodollar Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsB) above.

Application of Prepayments. (a) Application Any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term B Loans pursuant to Section 2.13(a2.10(c), (d), (e) or (f) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xto reduce scheduled payments required under Section 2.09(a) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis among the payments due on each Term B Loan Repayment Date based on the payments then due on each Term B Loan Repayment Date. After application of mandatory prepayments described above in this paragraph (h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrowers shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term B Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term B Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the relevant Borrower, the balance of such required prepayment shall be either (A) deposited in the Collateral Account and applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; secondprepayment of Eurodollar Loans on the last day of the then next expiring Interest Period for Eurodollar Loans (with all interest accruing thereon for the account of the relevant Borrower) or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under Section 2.13. Notwithstanding any Extended Term Loanssuch deposit in the Collateral Account, Other Term interest shall continue to accrue on such Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsuntil prepayment.

Application of Prepayments. (a) Application Except as expressly provided in this Agreement, all prepayments of Voluntary Prepayments principal made by Type of Loans. Any prepayment of any Loan Borrower pursuant to Section 2.13(a) 4.4 shall be applied as specified by applied, in each case, in proportional amounts equal to each Lender's applicable Pro Rata Share of such prepayment, (i) first, to the Borrowers in the applicable notice of prepayment; provided, any such prepayment payment of the Term then outstanding balance of the Swing Line Loans, (ii) next, to the Incremental Term payment of the then outstanding balance of the Revolving Loans constituting Base Rate Loans, (iii) next, to the Extended Term payment of the then outstanding balance of Revolving Loans and the Other Term Loans shall be applied (x) to prepay the Term constituting Eurodollar Loans, the Incremental Term Loans, the Extended Term Loans in such order as Borrower shall request (and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionrequest, as Administrative Agent shall determine) and (iv) next, to the cash collateralization of LC Obligations (in direct order of maturitythe manner set forth in Section 4.4(a)). If any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the Borrowers fail outstanding Loans made pursuant to specify such Borrowing to an amount less than the Loans to which any such prepayment shall be appliedMinimum Borrowing Amount, such prepayment Borrowing shall immediately be converted into Base Rate Loans. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereofpayment of interest before application to payment of principal and shall include amounts payable, if any, under Section 3.5; secondprovided, to repay outstanding Revolving Loans however, that to the full extent thereof; that any prepayment required by Section 4.4 would require prepayment of any Eurodollar Loan on a day other than the last day of the Interest Period with respect thereto and thirdwould result in the incurrence of costs pursuant to Section 3.5 then, unless an Event of Default has occurred and is continuing, the amount that would be required to be applied to prepay the Term Loanssuch Borrowing, the Extended Term Loansat Borrower's option, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to may be paid on such day to Administrative Agent and held as cash in a less than ratable basis)collateral account established by Administrative Agent, and for the benefit of the Lenders, securing such Borrowing until the last day of the Interest Period with respect to such Borrowing, at which time such amount shall be further applied on a pro rata basis to prepay such Borrowing (provided that, in determining which Borrowings are to be repaid hereunder, prepayments required by Section 4.4 shall be allocated by Borrower in such manner as will minimize the first eight remaining Installments necessity and duration of principal any deferral of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis prepayment pursuant to all such remaining Installmentsthis proviso).

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment In the event of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such optional or mandatory prepayment of the Term Loanshereunder, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments aggregate amount of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to the Revolving Loans. In addition, any mandatory prepayments made from or with respect to any Non-Reinvested Proceeds shall permanently reduce the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments. Amounts to be applied pursuant to this Section 2.09 to the prepayment of Revolving Loans shall be applied, as follows: firstapplicable, first to reduce outstanding ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.09 shall be in excess of the amount of the ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Revolving Loans shall be immediately prepaid and, at the election of Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.12.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.09(i), subject to the provisions of this Section 2.09(h). Any prepayments of Incremental Term Loans pursuant to Section 2.09(c), (d), (e), (f) or (g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedto reduce any scheduled prepayments required with respect thereto, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis among the remaining installments thereof. After application of mandatory prepayments of Incremental Term Loans, if any, described above in this Section 2.09(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Loans shall be repaid (without a corresponding permanent reduction of the Revolving Commitments) among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.09(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.09 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Incremental Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.09 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.12.

Application of Prepayments. (a) Application Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(h), subject to the provisions of this Section 2.10(g). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied as specified by to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Borrowers in Term Loan Repayment Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.10 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the reduce outstanding ABR Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurocurrency Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Amounts prepaid pursuant to Section 2.13(a1.05(a) shall be applied in such manner as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xnotice. Amounts prepaid pursuant to Section 1.05(b) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: on an Account Party-by-Account Party basis, first, to repay outstanding Swing Line Loans to the full extent thereof; repayment of all Reimbursement Obligations of such Account Party that are then due and payable, second, to repay the repayment of all outstanding Revolving Loans made to the full extent thereof; such Account Party, and third, to the payment to a cash collateral account (the “Cash Collateral Account”) to be held by the Administrative Agent as cash collateral (and each of the Account Parties hereby grant to the Administrative Agent for its own benefit and for the benefit of the Banks and the Issuing Banks, a security interest in such cash collateral in the Cash Collateral Account) in an amount equal to, and as security for, the aggregate obligations of such Account Party in respect of the undrawn portion of all outstanding Letters of Credit issued at the request of RGA on behalf of such Account Party. Amounts prepaid in respect of Loans pursuant to Section 1.05(b) shall be applied first to prepay the Term Base Rate Loans, and then to prepay LIBOR Loans in the Extended Term Loans, order that the Other Term Interest Periods for such Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected end. Amounts to be prepaid pursuant to Section 1.05(b) shall be paid on the day or within the time period specified therefor, whether or not such payment would require a less than ratable basisprepayment of LIBOR Loans prior to the last day of an applicable Interest Period or would result in losses, costs or expenses compensable under Section 9.04. For purposes of Section 6.01(a), and all amounts to be prepaid pursuant to this Section 1.05 shall be further applied deemed to be due on a pro rata basis to the first eight remaining Installments of principal day specified for such payment or on the last day of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis period within which such payment is required to all such remaining Installmentsbe made.

Application of Prepayments. Except as may be otherwise specified in any Refinancing Amendment (a) Application with respect to the Class of Voluntary Prepayments by Type Refinancing Term Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans with respect of each other Class of Loans. Any ), each prepayment of Loans pursuant to this Section 2.10(c), (d), (f) or (g) shall be applied ratably to each Class of Loans (provided that any Loan prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled installments of principal required under Section 2.09, (i) with respect of Tranche A-1 Loans and Tranche A-2 Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Tranche B-2 Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrowers. Subject to the Borrowers in first sentence of Section 2.10(h), amounts to be applied pursuant to this Section 2.10 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis Excess Amount shall be either (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such directionLoans in an amount equal to such Excess Amount or (B) prepaid immediately, in direct order together with any amounts owing to the Lenders under Section 2.13; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of maturity). If the Borrowers fail prepayment of Loans pursuant to specify the this Section 2.10, then such Eurodollar Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsB) above.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) (or any equivalent provision applicable to any Tranche of Term Loans) shall be applied as specified by the Borrowers pro rata amongst each Tranche of outstanding Term Loans (other than in the applicable notice case of prepayment; providedCredit Agreement Refinancing Indebtedness, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans which shall be applied (xto the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to prepay the Term Loans, the Incremental Term Loans, the Extended accrued interest and fees with respect to Term Loans being prepaid and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) second, to the remaining Installments of principal of the Term Loans, . Amounts to be applied pursuant to Section 2.10(h) to the Extended Term Loans, the Other Term prepayment of Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such prepayment application shall be applied to prepay Eurocurrency Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurocurrency Rate Loans on the last day of the then next-expiring Interest Period for Eurocurrency Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrowers may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness. Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Permitted Debt Exchange Notes or any First Lien Credit Agreement Refinancing Indebtedness or First Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the Extended Term Loansapplicable Tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Term Loans Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the Incremental Term Loans on a extent necessary to accommodate any changes to the pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basissharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(g), subject to the provisions of this Section 2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d) or (e) shall be applied as specified by to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Borrowers in Amortization Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.10 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay the reduce outstanding ABR Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . Any amounts thereof) (unless any Lenders under any remaining after each such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment application shall be applied to prepay Eurocurrency Term Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Each prepayment of any Loan Loans pursuant to Section 2.13(a2.12(c), (d), (e) or (f) shall be applied ratably to the Tranche A Loans, Tranche B Loans and any Incremental Loans. Subject to the foregoing, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.12(h), subject to the provisions of this Section 2.12(g). Any prepayments of Term Loans pursuant to Section 2.12(c), (d), (e) or (f) shall be applied to reduce scheduled installments of principal required under Section 2.11, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.12(a) shall be applied as specified by the Borrowers in Borrowers. Subject to the applicable notice first sentence of prepayment; providedthis Section 2.12(g), any such amounts to be applied pursuant to this Section 2.12 to the prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay the Term Loans, the Incremental Term Loans, the Extended Term Eurocurrency Loans and the Other Term EURIBOR Loans on a pro rata basis basis. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.12 shall be in excess of the amount of the ABR Loans at the time outstanding (in accordance with an “Excess Amount”), only the respective portion of the amount of such prepayment as is equal to the amount of such outstanding principal amounts thereof) ABR Loans shall be immediately prepaid and, at the election of the Borrowers, the Excess Amount shall be either (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurocurrency Loans or EURIBOR Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.12, deposited in an escrow account on terms satisfactory to the Security Agent and applied to the prepayment of Eurocurrency Loans and EURIBOR Loans on the last day of the then next-expiring Interest Period for Eurocurrency Loans or EURIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansApplicable Agent may, and upon written direction from the Other Term Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.15; provided further that if the next expiring Interest Period with respect to Eurocurrency Loans or EURIBOR Loans is greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.12, then such Eurocurrency Loans and the Incremental Term EURIBOR Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments B) of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsthis paragraph.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers in Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the applicable notice of prepayment; provided, any such prepayment remaining principal amount of the Term Loans, the Incremental Term Loans, the Extended Loan (or any equivalent provision applicable to any Tranche of Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionDate), in direct order of maturity). If After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the Borrowers fail to specify the Loans to which any extent there are mandatory prepayment amounts remaining after such prepayment application, such amounts shall be applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, as follows: firstapplicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and the Excess Amount shall be either, at the election of the Borrower, (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the Incremental denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments(e) or (f).

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(g), subject to the provisions of this Section 2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified elected by the Borrowers in the applicable notice Borrower. Any prepayments of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to Section 2.10(b), (c), (d) or (e) shall be applied (x) pro rata in inverse order of maturity to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled prepayments required under Section 2.9 on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect prepayments remaining to be prepaid made on a less than ratable basis) and (y) each Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such prepayment application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as follows: firstis equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an interest bearing escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Subject to Section 1.10(c), any Loan prepayments pursuant to Section 2.13(a1.8(c), 1.8(d) or 1.8(e) shall be applied as specified by first to prepay the Borrowers in the applicable notice next four (4) installments of prepayment; provided, any such prepayment each tranche of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionif any, in direct order of maturitymaturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 1.8 of the Second Lien Credit Agreement.; provid ed, how ever, to the ex tent Agent receiv es a prepayment in excess of $3,500,000 pursuant to Secti on 1.8(c) as a result of any Disposition or Event of Loss (or an y series of related Disposit ions or Events of Loss), Agent may elect, in its sole dis cretion, to first apply such Net Proc xxxx to prepay outstanding LIF O Revolving Loans (w ithout permanent reduction of the Aggregate LIFO Revolving Loan Commitme nts). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required to be made pursuant to clauses (c), (d) and (e) of this Section 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the Borrowers fail time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to which be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment shall be appliedof such Term Loans. To the extent permitted by the foregoing sentence, such prepayment amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as follows: first, cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such amounts are intended to repay outstanding Swing Line Loans to the until such amounts are used in full extent thereof; second, to repay outstanding Revolving Loans such Loans) and then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the full extent thereof; and third, to prepay last day of the Term Loansapplicable Interest Period. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.